Continental Building Products, Inc. (Form: S-1/A, Received: 01/10/2014 16:46:38)

CONTINENTAL BUILDING PRODUCTS LLC

/s/ Timothy A. Power

Timothy A. Power

Senior Vice President and General Counsel

As filed with the Securities and Exchange Commission on January 10, 2014

Registration No. 333-193078

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Continental Building Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware

3270

61-7178923

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

12018 Sunrise Valley Drive, Suite 600

Reston, VA 20191

(703) 480-3800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Isaac Preston

Chief Executive Officer

Continental Building Products, Inc.

12018 Sunrise Valley Drive, Suite 600

Reston, VA 20191

(703) 480-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Jeffrey A. Chapman Peter W. Wardle Gibson, Dunn & Crutcher LLP 2100 McKinney Ave., Suite 1100 Dallas, TX 75201 tel: (214) 698-3100 fax: (214) 571-2900		Douglass M. Rayburn Samantha H. Crispin Baker Botts L.L.P. 2001 Ross Avenue, Suite 600 Dallas, TX 75201 tel: (214) 953-6500 fax: (214) 953-6503

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, $0.001 par value per share	$200,000,000	$25,760(3)

(1)

Includes shares that the underwriters have the option to purchase. See “Underwriting.”

(2)

Estimated solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act of 1933, as amended.

(3)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 10, 2014

Shares

Continental Building Products, Inc.

Common Stock

$ per share

This is the initial public offering of our common stock. We are selling shares of our common stock. We currently expect the initial public offering price to be between $ and $ per share of common stock.

We have granted to the underwriters an option to purchase up to additional shares of common stock.

We intend to apply to list our common stock on the New York Stock Exchange under the symbol “CBPX.”

We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.

Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 18 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds to Continental Building Products, Inc. (before expenses)	$	$

The underwriters expect to deliver the shares to purchasers on or about , 2014 through the book-entry facilities of The Depository Trust Company.


Citigroup		Credit Suisse


Barclays		Deutsche Bank Securities		RBC Capital Markets


Zelman Partners LLC		SunTrust Robinson Humphrey

Stephens Inc.		BB&T Capital Markets

, 2014

LOGO

TABLE OF CONTENTS


	Page
PROSPECTUS SUMMARY		1
THE OFFERING		12
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		14
RISK FACTORS		18
FORWARD-LOOKING STATEMENTS		35
USE OF PROCEEDS		37
DIVIDEND POLICY		38
CAPITALIZATION		39
DILUTION		40
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		41
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		52
BUSINESS		70
MANAGEMENT		86
EXECUTIVE AND DIRECTOR COMPENSATION		93
PRINCIPAL STOCKHOLDERS		104
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		106
DESCRIPTION OF CAPITAL STOCK		108
SHARES ELIGIBLE FOR FUTURE SALE		113
U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		116
UNDERWRITING (CONFLICTS OF INTEREST)		121
LEGAL MATTERS		127
EXPERTS		127
WHERE YOU CAN FIND ADDITIONAL INFORMATION		127
INDEX TO FINANCIAL STATEMENTS		F-1

We are responsible for the information contained in this prospectus and in any free-writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

INDUSTRY AND MARKET DATA

We use market data and industry forecasts throughout this prospectus and, in particular, in the sections entitled “Prospectus Summary” and “Business.” Unless otherwise indicated, statements in this prospectus concerning our industry and the markets in which we operate, including our general expectations, competitive position, business opportunity and market size, growth and share, are based on information obtained from periodic industry publications, government surveys, including from the U.S. Census Bureau, and other third-party sources such as reports published by the Gypsum Association.

Management estimates are derived from the information and data referred to above, as well as our internal research, calculations and assumptions made by us based on our analysis of such information and data and our knowledge of our industry and markets, which we believe to be reasonable, although they have not been independently verified. While we believe that the market position information included in this prospectus is generally reliable, such information is inherently imprecise. Assumptions, expectations and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PROSPECTUS SUMMARY

The following is a summary of material information discussed in this prospectus. The summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the risks discussed under the section entitled “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision to purchase shares of our common stock. Some of the statements in this summary constitute forward-looking statements. See “Forward-Looking Statements.”

On August 30, 2013, substantially all of the assets and liabilities related to our business were acquired from Lafarge North America Inc., or Lafarge. Prior to such acquisition, we operated as the gypsum division of Lafarge. See “Business—The Acquisition.” Unless otherwise specified, references in this prospectus to “our,” “we,” “us,” the “Company” and “our business” (i) for periods prior to the completion of the Acquisition, refer to the gypsum division of Lafarge, (ii) for periods after completion of the Acquisition but prior to the conversion refer to LSF8 Gypsum Holdings Company, LLC (the entity formed to complete the Acquisition that was converted into Continental Building Building Products, Inc.) and (iii) for the periods after the conversion, refer to Continental Building Products, Inc., in each case together with its consolidated subsidiaries. We are a holding company controlled by Lone Star Fund VIII (U.S.), L.P. and have a relatively short operating history as a stand-alone company.

All amounts in this prospectus are expressed in U.S. dollars and the financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP.

Our Company

We are a leading, high margin manufacturer of gypsum wallboard and complementary finishing products. Our manufacturing facilities and sales efforts are concentrated in the eastern United States and eastern Canada. Gypsum wallboard, which is also known as drywall, is a primary building material used in new residential and commercial construction and in repair and remodel, or R&R. We estimate that in 2012 our market share in the United States east of the Mississippi River, a market which accounted for more than 55% of total U.S. wallboard demand, was approximately 17%, and our share is significantly higher in many of the major metropolitan areas within a shipping radius of 300 miles of our facilities, which include New York, Chicago, Philadelphia, Washington, Miami, Boston, Detroit, Tampa, Baltimore, Pittsburgh, Orlando, Cincinnati, Cleveland, Columbus, Indianapolis, Nashville, Providence, Jacksonville, Louisville, Hartford and Rochester. For the fiscal year ended December 31, 2012, we had net sales of $311.4 million, net loss of $12.8 million and Adjusted EBITDA of $41.0 million. For the nine months ended September 30, 2013, we had net sales of $287.9 million, net loss of $ million and Adjusted EBITDA of $73.2 million, which represented an increase of 172% in Adjusted EBITDA compared to the nine months ended September 30, 2012, each on a pro forma basis. See “Summary Historical and Unaudited Pro Forma Combined Financial Information” for how we define and calculate Adjusted EBITDA as a non-GAAP measure, a reconciliation thereof to net income and a description of why we believe this measure is important.

We operate highly efficient and automated manufacturing facilities in Silver Grove (Kentucky), Palatka (Florida) and Buchanan (New York) that produce a full range of gypsum wallboard products for our diversified customer base. We are committed to operational excellence and have invested heavily in our facilities, which we believe are among the newest, largest and most efficient wallboard plants in North America. Our facilities have significant available capacity that will allow us to scale production in a cost-effective manner as wallboard demand increases. We use only synthetic gypsum in our products, which we believe enhances our manufacturing quality and consistency, reduces production costs and provides important environmental benefits relative to natural gypsum. We are the only producer of gypsum wallboard in the United States to use 100% synthetic gypsum. Our strategically positioned plants provide us with two key benefits: cost-effective access to our supplies of synthetic gypsum, which reduces our inbound transportation costs, and close proximity to many major metropolitan areas, which decreases our product delivery costs.

We offer our customers a full range of gypsum wallboard products, including LiftLite ^® , our lightweight product designed to be easier to lift and install; our Mold Defense ^® line of products designed for enhanced protection against mold and mildew; and our Weather Defense ^® line of moisture and mold-resistant exterior sheathing. To complement our wallboard business and to better serve our customers, we also operate a finishing products business that manufactures a comprehensive line of joint compounds at our plant in Silver Grove (Kentucky) and our joint compound plant in Chambly (Quebec). We provide superior customer service by developing new products based on customer needs, consistently delivering high quality finished product and providing orders accurately with fast delivery times.

Our Industry

The North American gypsum wallboard industry is the largest in the world, with the world’s highest per capita consumption rate. Gypsum wallboard is a low cost, widely used building product for interior and exterior walls and ceilings in residential and commercial structures. It is highly regarded for its ease and speed of application and its superior performance in providing comfort, fire resistance and thermal and sound insulation. The primary raw material, gypsum, can be either natural or synthetic. Natural gypsum is a mineral mined in select areas throughout North America. Synthetic gypsum is sourced primarily via flue gas desulfurization within coal-fired power plants. According to the Gypsum Association, use of synthetic gypsum has increased from approximately 5% of total wallboard production in 1995 to approximately 45% in 2010. We currently use exclusively synthetic gypsum in our manufacturing process.

There are currently seven gypsum wallboard manufacturers in the United States, including us, of which we believe only six compete in the eastern United States. Gypsum wallboard has a high weight-to-value ratio, so it is advantageous to both source raw materials and produce gypsum wallboard in close proximity to where it is used. If manufacturing facilities are not located in close proximity to end markets, transportation costs can render the cost of finished goods uncompetitive compared to locally manufactured wallboard. Accordingly, competition in the industry occurs principally on a regional basis, and we believe that national scale has limited benefits. Each competitive geographic region has a different group of manufacturers and customers and, as a result, a different competitive landscape.

Although gypsum wallboard remains a regional industry, consolidation in the industry has resulted in increased market share for certain industry participants, including us. In 1997 there were thirteen gypsum wallboard producers, compared to seven in 2013. This consolidation has occurred almost entirely amongst the smaller producers. Since 1997, our national market share has grown from 3% to 10%.

New housing starts have been the most significant driver of North American wallboard demand. Starting in 2007, the North American wallboard industry suffered a dramatic decrease in demand, driven primarily by the significant downturn of the North American housing market and the associated credit crisis and global recession. U.S. housing starts fell from a cyclical peak of 2.1 million in 2005 to a 50-year low of 554,000 in 2009. Correspondingly, U.S. wallboard consumption declined by more than 50% from 36.2 billion square feet, or bsf, in 2005 to a low of 17.1 bsf in 2010. Pricing across the industry suffered over this period due to the decline in demand.

The following chart shows historical U.S. wallboard consumption and U.S. housing starts:

LOGO

We believe that the U.S. housing market is in the early stages of a recovery: U.S. housing starts reached 0.78 million in 2012, driving U.S. wallboard consumption to 18.9 bsf. In 2013, the positive trend in housing starts has continued, with housing starts up 39% year-over-year to a seasonally adjusted annual rate of 1.09 million as of November 30, 2013, according to the U.S. Census Bureau.

The graph below shows long-term annual U.S. housing starts:

LOGO


Housing Starts	Units (000)		November Annualized		Unit Difference			Percentage Difference
Peak ⁽¹⁾		2,357		1,091		1,266			116	%
Long-Term Average ⁽²⁾		1,457		1,091		366			34	%
Average Cyclical Low ⁽³⁾		1,131		1,091		40			4	%
Trough ⁽⁴⁾		554		1,091		(537	)		(49	)%

Source: U.S. Census Bureau.

Note: November 2013 data is seasonally adjusted and annualized.

(1)

Peak occurred in 1972.

(2)

Average housing starts from 1959 through seasonally adjusted annualized November 2013.

(3)

Taken as the average of the 1960, 1966, 1975, 1982 and 1991 housing starts.

(4)

Trough occurred in 2009.

We believe that there is substantial room for continued improvement in housing starts. Housing starts have averaged 1.5 million over the past 50 years, which is approximately 34% greater than the November 2013 seasonally adjusted annual rate. Wallboard consumption has historically correlated closely with increased construction activity, typically trailing housing starts by approximately six to nine months. As housing starts return to normal levels, we expect a corresponding increase in wallboard demand.

Industry trends within our regions are particularly favorable. For the ten-month period ended October 31, 2013, building permits within our key markets grew 40.9% over the equivalent period in 2012, versus 17.6% growth in the rest of the U.S., according to the U.S. Census Bureau.

The table below shows year-to-date building permits by metropolitan statistical area, or MSA, in some of the key markets in which we operate, which key markets accounted for approximately one-third of our total U.S. revenues for the nine months ended September 30, 2013:


	Building Permits				Growth
Continental BP Key MSA’s (all data in thousands)	YTD 2012		YTD 2013		YoY
Atlanta		12.2		20.6		69.0	%
Chicago		7.6		10.6		39.3
Cincinnati		2.9		3.8		31.5
Columbus		5.3		7.4		39.3
Fort Myers		1.7		2.6		46.7
Indianapolis		4.3		6.0		40.7
Jacksonville		6.1		6.1		(0.9	)
Louisville		3.2		3.4		3.8
Miami		10.5		17.2		63.7
Nashville		6.7		9.4		40.0
New York City / Northern New Jersey / Long Island		22.1		31.5		42.7
Orlando		9.3		13.3		43.5
Philadelphia		7.5		9.2		23.1
Southern Michigan(1)		5.1		7.6		47.8
Tampa		8.3		10.5		25.8

Total for all Continental BP key MSAs		113.0		159.3		40.9	%
Total for United States		679.9		825.9		21.5
Total for United States ex Continental BP key MSAs		566.9		666.7		17.6

Source:

U.S. Census Bureau

Note:

Year-to-date data is through October.

(1)

Southern Michigan includes Detroit, Grand Rapids, and Lansing MSA’s.

We also expect continued recovery in the repair and remodel market and improvement in the commercial construction market. The Remodeling Market Index from the National Association of Home Builders, or RMI, is based on a quarterly survey of about 2,000 residential remodelers nationwide and measures current market demand for remodeling as compared to three months prior as well as projected future market demand for remodeling, based on calls for bids, committed work for the next three months, backlog of remodeling projects and other factors. Results are seasonally adjusted. An increase in the RMI indicates that residential remodelers view remodeling conditions as more positive than in the previous quarter. The RMI has increased 160% from the trough in the fourth quarter in 2008 to October 2013. Additionally, according to data from McGraw Hill Construction, commercial construction square footage levels for 2012 are still near trough levels and 43% lower than the average of 1.3 billion square feet since 1990. The data from McGraw Hill Construction also indicates commercial construction square footage is expected to grow at a compounded annual growth rate of 17% from 2013 to 2016.


Quarterly Residential Remodeling Index (RMI Index Scale)		Yearly Commercial Construction Square Footage (millions of Square Feet)


Source: National Association of Homebuilders.		Source: McGraw Hill Construction.

Our Strengths

Leadership Positions in Attractive Geographic Markets

We estimate that in 2012 our market share in the eastern United States, a market which accounted for more than 55% of total U.S. wallboard demand, was approximately 17%. Importantly, our share is significantly higher in many of our primary metropolitan markets, including markets located in Florida, Georgia, the New York tri-state area, Michigan and Kentucky.

Our market leadership positions will enable us to take advantage of increased demand for gypsum wallboard associated with a recovery in the U.S. residential housing market, which we believe is already underway. Annual housing starts were 0.78 million for 2012 and 1.09 million in November 2013 on a seasonally adjusted annual rate, a 39% increase on a year-over-year basis. Furthermore, the markets in which we operate have recovered particularly favorably versus the rest of the U.S. For the ten-month period ended October 31, 2013, building permits within our key markets grew 40.9% compared to the same period in 2012, while the growth rate over that period in the rest of the U.S. was 17.6%, according to the U.S. Census Bureau. Notwithstanding this growth, we believe gypsum wallboard demand will continue to grow significantly in the coming years, as the U.S. housing market is still at relatively low levels compared to most recent historical housing cycles, and annualized housing starts in November would need to grow by approximately 34% to achieve the 50-year average of 1.5 million.

Strong Margin Profile and Cash Flow Generation

We believe our strong margins and cash flow generation are attributable to our highly efficient, low cost manufacturing plants, attractive location of those plants relative to our customers and our sources of raw materials and management’s continuous focus on maximizing operating efficiencies. Our net sales have grown from $223.4 million for the nine months ended September 30, 2012 to $287.9 million for the nine months ended September 30, 2013, each on a pro forma basis. For the same periods, our Adjusted EBITDA grew from $26.9 million to $73.2 million, and our net loss improved from a loss of $ million to a loss of $ million, each on a pro forma basis. See “Summary Historical and Unaudited Pro Forma Combined Financial Information” for how we define and calculate Adjusted EBITDA as a non-GAAP measure, a reconciliation thereof to net income and a description of why we believe this measure is important.

margins being among the highest margins in the building products industry as a whole. Management uses Adjusted EBITDA for purposes of evaluating the Company’s performance. We have a lower cost structure today because we rationalized older, higher cost facilities and reduced our selling, general and administrative expense by reducing headcount. Further, our current facilities are new and modern and have lower costs due to greater fuel efficiency and faster lines speeds. We believe that our Adjusted EBITDA margins will continue to improve as the demand for gypsum wallboard grows and we capitalize on our significant operating leverage. We have announced a 20% price increase to our customers beginning in January 2014, and most wallboard manufacturers in the United States have also announced price increases for 2014. We believe these factors, along with capital expenditures that were less than 1% of net sales for the nine months ended September 30, 2013, will allow us to generate significant cash flow going forward.

Scalable Low-Cost Production

We have made over $550 million in capital investments to build our Silver Grove and Palatka plants, rebuild our Buchanan plant and make ongoing operational improvements at each of these plants. We believe that our wallboard facilities are among the largest and most modern in North America, resulting in productivity levels among the highest in the industry. Our plant utilization rate was approximately 58% in 2012, and increased to approximately 64% in the nine months ended September 30, 2013. Due to these recent investments and our cost efficient capacity, we expect to scale production to meet increasing demand with only a modest level of incremental capital expenditures.

Our wallboard plants use only synthetic gypsum produced by power plants located near our facilities, which provides cost-effective access to one of our key raw materials. We believe our sources of synthetic gypsum provide us with a competitive advantage over plants using natural gypsum or other sources of lower quality synthetic gypsum. In comparison to natural gypsum, synthetic gypsum generally reduces production costs, provides environmental benefits and enhances manufacturing quality and consistency due to its higher purity, better binding properties and fewer required additives needed to improve overall quality of wallboard. We are the only producer of gypsum wallboard in the United States to use exclusively synthetic gypsum. We have entered into long-term agreements to purchase synthetic gypsum from a number of power plants located near our facilities, which lowers our costs because of reduced shipping distances. These synthetic gypsum suppliers provide us with amounts in excess of our current requirements, which allows for significant scalability in our wallboard production.

Strategically Situated Plants Near Both Our Primary Markets and Raw Materials

Our wallboard facilities are located in close proximity to major metropolitan areas in the eastern United States and eastern Canada, lowering both our inbound and outbound transportation costs and facilitating timely delivery to our customers. Each of our facilities allows us to offer same-day delivery service to many of our key metropolitan markets, including our Buchanan plant, which we believe is one of only two wallboard manufacturing facilities that can provide same day delivery service to customers in the New York City tri-state area.

Our plants use exclusively synthetic gypsum produced by power plants located near our facilities, which provides cost-effective access to one of our key raw materials. We believe that this provides us with a competitive advantage over plants using natural gypsum. Because natural gypsum is typically not mined near population centers, plants using natural gypsum generally incur higher transportation costs to obtain their natural gypsum supplies or have higher product delivery costs because they are located farther from end markets.

Full Range of High-Quality Wallboard Products

We offer a full range of gypsum wallboard products, which are available with a variety of value-added enhancements for specific applications, such as moisture and mold resistance. We believe that our broad product range makes us an attractive supplier to our customers. Certain customers and markets have also favored the use of synthetic gypsum products, which we manufacture, versus natural gypsum products for the additional benefit of receiving Leadership in Energy and Environmental Design, or LEED, ratings to support environmentally responsible initiatives.

We believe our industry experience, manufacturing expertise and flexible production facilities enable us to quickly develop and implement new products in response to market needs or competitor product introductions, as evidenced by the fact that 54% of our net sales in 2012 came from products developed in the last five years. For example, in 2011 we introduced LiftLite ^® , a lightweight wallboard for use on interior walls and ceilings. It is formulated to be up to approximately 20% lighter than standard ¹ / ₂ ” wallboard, making it easier to lift, carry and install. We designed LiftLite ^® in a relatively short period of time with only a limited investment, and it has replaced most of our standard ¹ / ₂ ” wallboard.

Track Record of High-Quality Customer Service to Our Diverse Customer Base

We regularly achieve high rankings in customer service surveys and have received numerous “supplier of the year” awards from major customers. We consistently provide a high level of service to our customers through a combination of product availability and quality, on-time delivery, and timely and accurate invoicing. We sell our products through several different channels and to a broad group of customers, including gypsum wallboard distributors, buying groups, wholesalers and mass merchants. Our largest customer represented 15% and 12% of our net sales in 2012 and 2011, respectively, and no other customer represented more than 10% of sales.

Our Strategy

Capitalize on Growth Opportunities Related to the Construction Recovery

We believe that we hold leading market positions in many of the major metropolitan areas near our facilities. We are well positioned to capitalize on the recovery in the U.S. housing market, which we believe is already underway. New housing starts have traditionally been the most significant driver of wallboard demand and we expect a strong increase in wallboard demand as housing starts return to more normalized levels. We intend to take advantage of our market leadership and our scalable low-cost production capacity to increase sales and expand margins as market conditions continue to improve.

We also expect that we will benefit from continued growth in R&R, from which we are already seeing significant increased demand, and the expected recovery in new commercial construction. We believe there is momentum in R&R as the Remodeling Market Index has increased 160% in the past five years, according to the National Association of Home Builders. Moreover, commercial construction starts are expected to grow 17% compounded annually from 2013 to 2016, according to data from McGraw Hill Construction.

Utilize Our Significant Operating Leverage to Deliver Strong Cash Flows

capitalize on our operating leverage to expand our margins and cash flows. Our past investments enable us to maintain a high level of operating productivity with only a modest level of capital expenditures, which represented only one percent of sales during the nine months ended September 30, 2013, a level we believe to be indicative of our capital needs over the medium-term.

Maintain Strong Commitment to Operational Excellence

Our management is committed to operational excellence throughout our operations, both on the manufacturing side and in customer-facing functions. Over the last decade we have transformed our asset base and built three highly automated, high capacity wallboard facilities that we believe are among the most modern and efficient in North America. As a result, we have one of the lowest cost bases in the industry and significant available capacity. Our management is constantly measuring our performance to improve our operational excellence based on various metrics throughout the organization, including on-time customer delivery, sales force productivity, product quality and back office reliability targets.

We are similarly focused on superior customer service. We seek to offer our customers a broad range of high-quality gypsum wallboard products. Our industry experience, manufacturing expertise and flexible production facilities enable us to quickly develop and implement new products in response to market needs or product introductions by our competitors. We are focused on building and maintaining strong customer relationships based on product quality and availability, value, just-in-time delivery and prompt and accurate order processing and billing.

Evaluate Strategic Opportunities

Despite the challenging market conditions associated with the housing downturn, we have increased our commitment to the industry and made major investments in our facilities, which has contributed to our enhanced competitive position and market share. Since the mid-1990s, the building materials industry has undergone consolidation as manufacturers have sought to achieve greater cost savings and distribution efficiencies. We believe our market leadership, scale, operating efficiency, and strong cash generation position us well to participate in acquisitions and pursue other strategic opportunities both in the gypsum wallboard market and in adjacent markets within the building materials industry.

Recent Developments

Our operating income for the three months ended December 31, 2013 is estimated to be between $ million and $ million, representing an increase of between $ million and $ million, or % and %, from our predecessor’s operating income of $2.8 million for the three months ended December 31, 2012. The increase in operating income was primarily due to higher wallboard sales volumes and pricing, partially offset by higher depreciation and amortization. Our wallboard sales volume for the three months ended December 31, 2013 is estimated to be between million square feet and million square feet, representing an increase of between million square feet and million square feet, or % and %, from our predecessor’s wallboard sales volume of 537 million square feet for the three months ended December 31, 2012. This increase in wallboard sales volume was primarily due to higher levels of construction for new housing and strength in repair and remodel work. Our mill net sales price for the three months ended December 31, 2013 is estimated to be between $ and $ , representing an increase of between $ and $ , or % and %, from our predecessor’s mill net sales price of $126/msf for the three months ended December 31, 2012. Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs. This increase in mill net sales price was primarily due to our successful price increase in early 2013.

Management prepared this estimated financial information in good faith based upon our internal reporting for the three months ended December 31, 2013. These estimates are preliminary and represent the most current information available to management, and we have not identified any unusual or unique events or trends that occurred during the period which might materially affect these estimates. The preliminary estimates provided above have not been subject to the completion of our normal closing process for the three months ended December 31, 2013, and final adjustments and other developments may arise between now and the time the financial results for this period are finalized. As a result, our actual financial results for the three months ended December 31, 2013 may be different from such preliminary estimates and those differences could be material. Our financial statements for the fiscal year ended December 31, 2013 will not be filed with the SEC until after this offering is completed. Our independent registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this estimated financial information.

Our Sponsor

In July 2013, Lone Star Fund VIII (U.S.), L.P., which we refer to in this prospectus, along with its affiliates and associates (excluding us and other companies that it owns as a result of its investment activity), as Lone Star, or our sponsor, formed the Company and its subsidiaries for the purpose of acquiring substantially all of the assets comprising Lafarge’s North American gypsum business, which we refer to as the Acquisition. Lone Star is part of a leading private equity firm that, since the establishment of its first fund in 1995, has organized 12 private equity funds with aggregate capital commitments totaling over $45 billion. The funds are structured as closed-end, private-equity limited partnerships, the limited partners of which include corporate and public pension funds, sovereign wealth funds, university endowments, foundations, funds of funds and high net worth individuals. Immediately prior to this offering, Lone Star owned all of our outstanding equity interests, and will own approximately % of our common stock immediately following consummation of this offering, assuming no exercise of the underwriters’ option to purchase additional shares of common stock. Therefore, we expect to be a “controlled company” under the NYSE corporate governance standards and to take advantage of the related corporate governance exceptions.

Risks Affecting Our Business

Our business is subject to numerous risks and uncertainties, including, but not limited to, those arising from:

•

cyclicality in our markets, especially the new residential construction market;

•

the highly competitive nature of our industry and the substitutability of competitors’ products;

•

disruptions in our supply of synthetic gypsum due to regulatory changes or coal-fired power plants switching to natural gas or ceasing operations;

•

changes to environmental and safety laws and regulations requiring modifications to our manufacturing systems;

•

disruptions to our supply of paperboard liner, including termination of the Rock-Tenn contract;

•

potential losses of customers;

•

disruptions at our manufacturing facilities or at our suppliers’ facilities;

•

increases in energy and transportation costs;

•

our involvement in legal and regulatory proceedings;

•

our ability to attract and retain key management employees;

•

disruptions in our information technology systems;

•

labor disruptions; and

•

the seasonal nature of our business.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information under the heading entitled “Risk Factors” beginning on page 17 of this prospectus prior to making an investment in our common stock. These risks, together with the other risks identified under “Risk Factors,” could prevent us from successfully executing our strategies and could result in a material adverse effect on our business, prospects, financial condition, cash flows and results of operations.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. Accordingly, we have included only two, rather than three, years of audited financial statements, have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis of our executive compensation programs in this prospectus.

In addition, for so long as we are an emerging growth company, we will not be required to:

•

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

•

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (United States) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes” votes; and

•

disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

While we are an emerging growth company, the JOBS Act permits us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could be an emerging growth company for up to five full fiscal years after the date of our initial public offering, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur at the end of the fiscal year during which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Principal Executive Offices

Our executive offices are located at 12018 Sunrise Valley Drive, Suite 600, Reston, VA 20191. Our principal mailing address is 12018 Sunrise Valley Drive, Suite 600, Reston, VA 20191, and our telephone number is (703) 480-3800. Our website address is www.continental-bp.com. Information contained on our website is not part of and is not incorporated by reference into this prospectus. LiftLite ^® , Mold Defense ^® , Weather Defense ^® , Firecheck ^® , Protecta ^® , and Rapid Coat ^® and other trademarks or service marks of ours appearing in this prospectus are our property. Other trademarks and service marks appearing in this prospectus are the property of their respective holders.

The following diagram summarizes our ownership and corporate structure as of January 10, 2014 and as expected to be in place following the offering:

LOGO

Post-offering only.

THE OFFERING

Common stock offered by us

Common stock to be outstanding immediately after this offering

Use of proceeds

We estimate our net proceeds from this offering will be approximately $ million, based on the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering as follows:

•

$2 million to make a one-time payment to Lone Star in consideration for the termination of our asset advisory agreement with affiliates of Lone Star upon consummation of this offering as described under “Certain Relationships and Related Party Transactions—Relationships with Lone Star and Affiliate—Asset Advisory Fees”;

•

to repay approximately $ million of outstanding indebtedness, including amounts outstanding in respect of our First and Second Lien Credit Agreements; and

•

the remainder for working capital and other general corporate purposes.

Dividend policy

We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant. See “Dividend Policy.”

Risk factors

You should carefully read and consider the information set forth under the section entitled “Risk Factors” beginning on page 18, together with all of the other information set forth in this prospectus, before deciding to invest in our common stock.

Conflicts of Interest

diligence in respect thereto, and Citigroup Global Markets Inc. has served in that capacity and will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. We have agreed to indemnify Citigroup Global Markets Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. To comply with FINRA Rule 5121, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC will not confirm sales to any account over which it exercises discretionary authority without the specific written approval of the transaction of the accountholder. See “Underwriting—Conflicts of Interest.”

NYSE symbol

“CBPX”

The number of shares of our common stock to be outstanding immediately after this offering as set forth above is based on the number of shares outstanding as of , 2014 and excludes shares reserved for issuance under our equity incentive plan (of which no options to purchase shares had been granted as of such date). We intend to grant options to purchase shares to our executive officers and certain director nominees under our equity incentive plan at the time of the pricing of this offering with an exercise price equal to the initial public offering price.

Unless otherwise indicated, this prospectus:

•

assumes an initial public offering price of $ per share, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

•

assumes no exercise of the underwriters’ option to purchase up to an additional shares of our common stock.

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following financial data should be read in conjunction with the audited and unaudited financial statements and the related notes, and the unaudited pro forma combined financial information and the related notes, included elsewhere in this prospectus.

The financial statements included in this prospectus may not necessarily reflect our financial position, results of operations and cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, the historical results should not be relied upon as an indicator of our future performance.

As discussed in more detail under “Business—The Acquisition,” the Company, formerly the gypsum division of Lafarge North America Inc., was acquired by Lone Star on August 30, 2013. The accompanying financial statements are presented for the “Predecessor,” which are the combined financial statements of the Lafarge gypsum division for the period preceding the Acquisition, and the “Successor,” which are the consolidated financial statements of the Company and subsidiaries for the period following the Acquisition. We were formed on July 26, 2013 and had no results of operations prior to the Acquisition on August 30, 2013. As such, our consolidated results of operations reflect activity of the acquired business for the month of September 2013. The Predecessor’s combined statements of operations data for the years ended December 31, 2011 and 2012 and the Predecessor’s combined balance sheet data as of December 31, 2011 and 2012 have been derived from the audited combined financial statements of the Lafarge gypsum division, which are included elsewhere in this prospectus. The Predecessor’s combined statements of operations data for the nine months ended September 30, 2012 and the period from January 1, 2013 through August 30, 2013 are derived from the unaudited combined financial statements of the Lafarge gypsum division, which are included elsewhere in this prospectus. Our balance sheet data as of September 30, 2013 and consolidated statements of operations for the period July 26, 2013 to September 30, 2013 are derived from the Successor unaudited consolidated financial statements, which are included elsewhere in this prospectus. The Predecessor’s financial statements may not necessarily be indicative of the cost structure or results of operations that would have existed if the gypsum division of Lafarge operated as a stand-alone, independent business. The Acquisition was accounted for as a business combination, which resulted in a new basis of accounting. The Predecessor’s and the Successor’s financial statements are not comparable as a result of applying a new basis of accounting. See the Notes to the unaudited consolidated financial statements for additional information regarding the accounting treatment of the Acquisition.

Our unaudited pro forma combined financial information has been prepared to reflect adjustments to our historical financial information that are (1) directly attributable to the transactions described below, (2) factually supportable, and (3) with respect to the unaudited pro forma combined statements of operations data, expected to have a continuing impact on our results. The unaudited pro forma combined financial information does not include non-recurring items, including, but not limited to, offering-related legal and advisory fees. The unaudited pro forma combined financial information reflects the impact of:

•

the Acquisition;

•

the additional borrowings under our First and Second Lien Credit Agreements and the distribution of such borrowings to our sponsor, Lone Star;

•

the completion of this offering;

•

use of the net proceeds of this offering to repay debt; and

•

other adjustments described in the notes to the unaudited pro forma combined financial information.

Collectively, the transactions underlying these adjustments are referred to as the “Pro Forma Transactions.”

The unaudited pro forma combined statements of operations give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of January 1, 2012. The unaudited pro forma combined balance sheet gives effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of September 30, 2013.

The information presented below should be read in conjunction with “Capitalization,” “Selected Historical Financial and Operating Data,” “Unaudited Pro Forma Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions” and our audited and unaudited combined financial statements and related notes, which are included elsewhere in this prospectus.


	Historical
	Predecessor												Successor			Pro forma(1)
							(Unaudited)									(Unaudited)
	Year ended December 31,			Year ended December 31,			Nine Months Ended September 30,			January 1 to August 30,			(Unaudited) July 26, to September 30,			Year ended December 31,			Nine months ended September 30,
	2011			2012			2012			2013			2013			2012			2012			2013
	(in thousands, except per share and sales volume data)
Statement of operations data:
Net sales	$	252,111		$	311,410		$	223,449		$	252,248		$	35,630		$	311,410		$	223,449		$	287,878
Costs, expenses and other income:
Cost of goods sold		279,638			289,936			213,474			195,338			31,537			322,068			237,948			242,975
Selling and administrative:
Direct		23,844			27,194			20,077			19,338			6,200			27,194			20,077			25,538
Allocated from Lafarge		9,745			7,037			5,477			4,945			—			7,037			5,477			4,945

Total costs and operating expenses		313,227			324,167			239,028			219,621			37,737			356,299			263,502			273,458

Operating income (loss)		(61,116	)		(12,757	)		(15,579	)		32,627			(2,107	)		(44,889	)		(40,053	)		14,420
Other income and (expenses):
Other (expense) income, net		303			(87	)		(15	)		(191	)		85			(448	)		(376	)		(106	)
Interest expense, net		(273	)		(212	)		(150	)		(91	)		(2,364	)

Income (Loss) before (losses) earnings from equity method investment and income taxes		(61,086	)		(13,056	)		(15,744	)		32,345			(4,386	)
(Losses) earnings on equity method investment		228			(138	)		(156	)		(30	)		—

Income (loss) before income taxes .		(60,858	)		(13,194	)		(15,900	)		32,315			(4,386	)
Income tax (expense) benefit		316			352			65			(130	)		(254	)

Net income (loss)	$	(60,542	)	$	(12,842	)	$	(15,835	)	$	32,185		$	(4,640	)

Foreign currency translation adjustments		1,144			(1,197	)		(1,923	)		2,707			266

Comprehensive income (loss)	$	(59,398	)	$	(14,039	)	$	(17,758	)	$	34,892		$	(4,374	)

Net income per share, basic and diluted:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted


	Historical
	Predecessor												Successor			Pro forma(1)
							(Unaudited)									(Unaudited)
	Year ended December 31,			Year ended December 31,			Nine Months Ended September 30,			January 1 to August 30,			(Unaudited) July 26, to September 30,			Year ended December 31,			Nine months ended September 30,
	2011			2012			2012			2013			2013			2012			2012			2013
	(in thousands, except per share and sales volume data)
Other financial data:
EBITDA(3)	$	(32,531	)	$	23,349		$	14,179		$	49,292		$	2,572		$	21,626		$	12,474		$	53,394
Adjusted EBITDA(3)		(18,821	)		40,985			26,768			63,683			9,443			41,123			26,924			73,156
Adjusted EBITDA margin(3)		N/A			13.2	%		12.0	%		25.2	%		26.5	%		13.2	%		12.0	%		25.4	%
Capital expenditures	$	5,863		$	5,205		$	2,144		$	2,506		$	43		$	5,205		$	2,144		$	2,549

Selected operating data:
Wallboard sales volume (million square feet)		1,814			1,903			1,366			1,334			195			1,903			1,366			1,528
Mill net sales price(2)	$	98		$	124		$	123		$	148		$	144		$	124		$	124		$	147

Balance sheet data (at period end):
Cash	$	—		$	—		$	N/A		$	N/A		$	16,760		$	N/A		$	N/A
Property, plant and equipment, net		415,902			386,270			N/A			N/A			390,818			N/A			N/A
Total assets		576,044			556,746			N/A			N/A			757,960			N/A			N/A
Total liabilities		41,119			46,513			N/A			N/A			497,334			N/A			N/A
Total equity		534,925			510,233			N/A			N/A			260,626			N/A			N/A

(1)

See “Unaudited Pro Forma Combined Financial Information” and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

(2)

Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

(3)

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. EBITDA represents net income before interest, taxes, depreciation and amortization. Adjusted EBITDA excludes (i) expenses related to net pension and post-retiree benefit costs that were retained by Lafarge, (ii) fees paid under the master brand agreements with Lafarge, which were discontinued after the Acquisition, (iii) the payment of certain retention bonuses by Lafarge, (iv) spare parts write-off related to the closing of our Newark, New Jersey gypsum wallboard plant, (v) the payment of a lease termination fee for the Newark, New Jersey plant, (vi) the payment of a lease termination fee to discontinue the use of our co-generation power plant, (vii) payment of transaction costs associated with the Acquisition, and (viii) one month impact on cost of sales for the step-up of inventory to fair value due to the Acquisition. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of net sales. Management uses Adjusted EBITDA for purposes of evaluating the Company’s performance. We believe that Adjusted EBITDA is useful for investors because it allows them to view the Company’s business through the eyes of management and the Board of Directors, facilitating comparison of results across historical periods and providing a focus on the underlying ongoing operating performance of the business.

The following table reconciles net income to EBITDA and Adjusted EBITDA:


	Historical														Pro forma(1)
	Predecessor											Successor
	Year ended December 31,						Nine months ended September 30,			January 1 to August 30,		July 26 to September 30,			Year ended December 31		Nine months ended September 30,		Nine months ended September 30,
	2011			2012			2012			2013		2013			2012		2012		2013
				(in thousands)
Net income (loss)	$	(60,542	)	$	(12,842	)	$	(15,835	)	$	32,185	$	(4,640	)
Income tax (benefit) expense		(316	)		(352	)		(65	)		130		254
Interest expense		273			212			150			91		2,364
Depreciation and amortization		28,054			36,331			29,929			16,886		4,594		$	66,963	$	52,903	$	39,080

EBITDA		(32,531	)		23,349			14,179			49,292		2,572			21,626		12,474		53,394
Pension and post-retiree benefit costs retained by Lafarge(a)		8,037			11,925			7,940			7,636		—			11,925		7,940		7,636
Master Brand Agreement(b)		5,273			3,602			2,540			3,004		—			3,602		2,540		3,004
Special bonus(c)		400			904			904			—		—			904		904		—
Spare parts write-off due to plant closure(d)		—			1,205			1,205			—		—			1,205		1,205		—
Newark lease termination costs(e)		—			—			—			2,556		—			—		—		2,556
Co-generation lease termination costs(f)		—			—			—			1,195		2,075			—		—		3,270
Acquisition closing costs(g)		—			—			—			—		3,296			—		—		3,296
Inventory step-up impacting margin(h)		—			—			—			—		1,500			1,500		1,500		—
Debt modification expense(i)		—			—			—			—		—			361		361		—

Adjusted EBITDA	$	(18,821	)	$	40,985		$	26,768		$	63,683	$	9,443		$	41,123	$	26,924	$	73,156

(a)

Lafarge retained the pension and post-retiree liabilities related to its gypsum division and no new plans have been established by the Company. The adjustment represents pension and post-retiree benefit costs allocated to the Predecessor.

(b)

Adjusts for the amounts paid to Lafarge under the master brand agreements by Lafarge that were discontinued after the Acquisition.

(c)

Adjusts for special payouts paid by Lafarge related to a retention program due to the process of disposing of its gypsum division.

(d)

Adjusts for the write-off of spare parts related to the closure of the Newark, New Jersey gypsum wallboard plant.

(e)

Adjusts for the payment of a lease termination fee to the Port of Newark related to the Newark, New Jersey gypsum wallboard plant that was closed.

(f)

Adjusts for the payment of a lease termination fee to discontinue the use of the co-generation power plant.

(g)

Adjusts for the transaction costs associated with the Acquisition.

(h)

Adjusts for step-up to fair value of inventory that increased cost of sales for one month after the Acquisition.

(i)

Adjusts for debt modification costs related to the First and Second Lien Credit Agreements.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have been presented in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We have presented EBITDA as a supplemental performance measure because we believe that it facilitates a comparative assessment of our operating performance relative to our performance based on our results under GAAP while isolating the effects of some items that vary from period to period without any correlation to core operating performance. Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We prepared Adjusted EBITDA to eliminate certain charges that we believe do not reflect our operations and underlying operational performance. Management believes that Adjusted EBITDA is useful to investors because it presents a better reflection of our performance as an independent company following the offering. Adjusted EBITDA margin provides a measure of operating efficiency, without regard for certain charges that we do not believe reflect our operations and underlying performance. Management believes it is useful to investors as a measure of our operating efficiency as an independent company.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA, Adjusted EBITDA or Adjusted EBITDA margin in the same manner as we do. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measurements of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income or net income as a percentage of net sales determined in accordance with GAAP or any other financial statement data presented as indicators of financial performance or liquidity, each as calculated and presented in accordance with GAAP.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the combined financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. The trading price of our common stock could decline due to any of these risks and, as a result, you may lose all or part of your investment in our common stock.

Risks Relating to Our Business and Industry

Demand for our products is closely related to construction activity, particularly new residential construction, which is cyclical.

Historically, demand for the products that we manufacture has been closely correlated with new residential construction in the United States and Canada and, to a lesser extent, commercial construction and R&R activity. Since 2008, new residential construction activities have remained at their lowest levels since 1946 and, correspondingly, demand for the products that we manufacture has been weak. U.S. wallboard consumption was 17.1 bsf in 2010 and 17.2 bsf in 2011, down from pre-recession highs of 36.2 bsf in 2005. Prices fell significantly across the industry as demand decreased. Our net sales declined from $502.9 million for the year ended December 31, 2006 to $244.0 million for the year ended December 31, 2010. There is significant uncertainty regarding the timing and extent of the current recovery in such construction activity and resulting product demand levels. Demand for new residential construction is influenced by mortgage availability and rates, employment levels, household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices, rental prices, housing inventory levels, consumer confidence, seasonal weather factors and other general economic factors. Our growth prospects depend, to a significant extent, on the degree by which conditions in the residential construction market improve in the future. We cannot control the foregoing and, as a result, our profitability and cash flow may vary materially in response to market conditions and changes in the supply and demand balance for our primary products.

During cyclical downturns in the markets in which we operate, we may incur losses. For example, for the years ended December 31, 2011 and 2012, we incurred net losses of $60.5 million and $12.8 million, respectively, while the housing downturn continued. As a result of any possible future cyclical downturns, the price of our common stock may decline, and you may lose all or a portion of your investment.

If we cannot effectively compete in our markets, our business, financial condition and operating results may be materially and adversely affected.

Many of the wallboard products sold by our competitors are close substitutes for our products. Because of this substitutability, competition among manufacturers is based in large part on price, as well as service, quality and range of products. Actions of our competitors, many of which have significant excess capacity, or the entry of new competitors into our markets, could lead to lower pricing by us in an effort to maintain our customer base and could also lead to lower sales volumes. At times, the price for any one or more of the products that we produce may fall below our production costs, requiring us to either incur losses on product sales or cease production at one or more of our manufacturing facilities. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond our control. There can be no assurance that prices for products sold by us will not decline in the future or that such declines will not have a material adverse effect on our business, financial condition and results of operations.

Some of our competitors are larger companies and, therefore, have access to greater financial and other resources than we do. These resources may afford those competitors greater purchasing power, increased financial flexibility and more capital resources for expansion and improvement, which may enable those competitors to compete more effectively than we can. If we fail to compete effectively, we could suffer a loss of sales.

If our coal-fired power plant synthetic gypsum suppliers switch to natural gas or cease operations, our supply of synthetic gypsum could be constrained and our operating results or cash flows may be materially and adversely affected.

All of the gypsum used in our plants is synthetic gypsum, which is a coal-combustion byproduct, or CCB, resulting primarily from flue gas desulfurization, or FGD, carried out by electric generation or industrial plants burning coal as a fuel. The suppliers of synthetic gypsum are primarily power companies. As a result of the increase in coal price relative to natural gas and other reasons, certain power companies have recently switched to using natural gas instead of coal for their electric generation needs. Additionally, existing or future changes in environmental regulations could make it more difficult or costly for power providers or industrial plants to burn coal. In the event any of the power companies with which we have synthetic gypsum supply agreements, for these or other reasons, switch to using natural gas instead of coal or cease operations completely, our access to synthetic gypsum may be constrained, which could have an adverse effect on our business. In that event, there can be no assurance that we could find alternative sources of synthetic gypsum in reasonable quantities or at reasonable prices. In December 2013 our synthetic gypsum supplier for the Buchanan plant, NRG Energy, announced plans to deactivate its Chalk Point and Dickerson coal fired power plants in May of 2017. These two plants together have recently provided approximately one-third of our Buchanan plant’s synthetic gypsum. It is not certain that these plants will be deactivated at the announced time. However, even if these plants are deactivated, we believe we will have access to sufficient gypsum through multiple sources to continue economically operating the Buchanan plant at required capacity levels.

If regulatory changes affect the use of synthetic gypsum, our supply of gypsum could be constrained and our operating results or cash flows may be materially and adversely affected.

Environmental regulatory changes or changes in methods used to comply with environmental regulations could adversely affect the price and availability of synthetic gypsum. The U.S. Environmental Protection Agency, or EPA currently classifies synthetic gypsum as a non-hazardous waste. In June 2010, following a December 2008 coal ash spill from a surface impoundment in Kingston, Tennessee, the EPA proposed two alternative regulations that would address the storage and disposal of all CCBs, including synthetic gypsum, which remain pending. One of the proposed regulations would regulate the transportation, storage and disposal of CCBs as “special” waste under subtitle C of the Resource Conservation and Recovery Act, or RCRA, which regulates hazardous waste, except when they are “beneficially used.” The EPA has stated that it considers that synthetic gypsum used in wallboard is a “beneficial use,” but the proposed regulation does not specifically address the regulatory status of synthetic gypsum prior to its incorporation into wallboard or at the time such wallboard ultimately is disposed. The second proposal would also allow beneficial use of synthetic gypsum and would regulate CCBs bound for disposal as “solid” waste under subtitle D of RCRA, which regulates non-hazardous wastes. The EPA has emphasized that it does not wish to discourage the beneficial use of CCBs under either of its two proposals. If the EPA adopts a final regulation that restricts or otherwise increases the costs associated with the use, storage or disposal of synthetic gypsum, it could have a material adverse effect on our results of operations, financial position or cash flows. This effect would depend on, among other things, the regulation’s impact, if any, on the cost or supply of synthetic gypsum used in manufacturing wallboard and the demand for wallboard made with synthetic gypsum.

We are subject to environmental and safety laws and regulations and these laws and regulations may change. These laws and regulations could cause us to make modifications to how we manufacture and price our products. They could also require that we make significant capital investments or otherwise increase our costs or result in liabilities to us.

We are subject to federal, state, local and foreign laws and regulations governing the protection of the environment and occupational health and safety, including those governing air emissions, wastewater discharges, the management, disposal and cleanup of hazardous materials and wastes and the health and safety of our employees. We are also required to obtain permits from governmental authorities for certain operations, and if we expand or modify our facilities, or if environmental laws change, we could be required to obtain new or modified permits. If we were to fail to comply with these laws, regulations or permits, we could incur fines, penalties or other sanctions. In addition, we could be held responsible for costs and damages arising from claims or liabilities under these laws and regulations, such as with respect to any contamination at our facilities or at third-party waste disposal sites. We cannot completely eliminate the risk of contamination or injury resulting from hazardous materials. Environmental laws and regulations tend to become more stringent over time, and we could incur material additional expenses relating to compliance with future environmental laws.

For example, as discussed further above, in 2010, the EPA proposed alternative regulations to address the storage and disposal of CCBs, which include FGD synthetic gypsum, which we use in all of our plants. It is difficult to accurately predict the regulations that will be ultimately adopted. It is possible that the EPA’s rulemaking could adversely affect our business, financial condition and results of operations, depending on how any such regulation affects our costs or the demand for our products utilizing synthetic gypsum. See “Risk Factors—If our coal-fired power plant synthetic gypsum suppliers switch to natural gas or cease operations, or if regulatory changes affect the use of synthetic gypsum, our supply of synthetic gypsum could be constrained and our operating results or cash flows may be materially and adversely affected.”

In addition, the U.S. Congress and several states are considering or have adopted legislation to reduce emission of “greenhouse gases,” including carbon dioxide and methane. In 2010, the EPA adopted rules to phase in requirements for all new or modified “stationary sources” that emit 100,000 tons of greenhouse gases per year, or modified sources that increase emissions by 75,000 tons per year, to annually obtain permits demonstrating that they are incorporating the “best available control technology” to minimize greenhouse gas emissions. These rules could affect all of our U.S. wallboard plants and the Seven Hills Paperboard LLC, or Seven Hills, paper mill operated as a joint venture with Rock-Tenn Company, or Rock-Tenn, which produce greenhouse gases. The rules are subject to pending legal challenges that have been filed by certain interested parties, including states, industry groups and environmental organizations, in the U.S. federal courts. If these rules withstand challenge, they could require that we incur significant costs to satisfy permitting requirements. In addition, enactment of new climate control legislation or other regulatory initiatives by the U.S. Congress or various states, or the adoption of additional regulations by the EPA and analogous state or Canadian governmental agencies that restrict emissions of greenhouse gases in areas in which we conduct business, could have a material adverse effect on our operations and demand for our products. Our manufacturing processes for wallboard use a significant amount of energy, especially natural gas. Increased regulation of energy use to address the possible emission of greenhouse gases and climate change could materially increase our manufacturing costs.

It is difficult to accurately predict if or when currently proposed or additional laws and regulations regarding emissions and other environmental concerns will be enacted or what capital expenditures might be required as a result of them. Stricter regulation of emissions might require us to install emissions control or other equipment at some or all of our manufacturing facilities, requiring significant additional capital investments.

We are reliant on Rock-Tenn for paper and we may require additional supplies of paper if our current supply is disrupted, the contract is terminated or our utilization increases.

We currently purchase substantially all of our paperboard liner from the Seven Hills joint venture with Rock-Tenn. While the joint venture has the capacity to supply us with approximately 75% of our paper needs

at our full capacity and 100% of our needs at current capacity, supply disruptions or additional paper demand that cannot be fulfilled on the open market could adversely affect our business. Since we only have one major supplier of paper, our risk of supply disruption may be greater than that of some of our competitors. Paper is a significant component of our variable costs. To the extent we are required to purchase paper on the open market, paper costs would be subject to market conditions and could increase, which could have a negative impact on our results of operations.

As of the Acquisition, the equity interest in Seven Hills remained with Lafarge. Under the terms of the Asset Purchase Agreement entered into in connection with the Acquisition, Lafarge is passing through all of the benefits and burdens of the Joint Venture Agreement and the other operative agreements to us, and our supply of paper from the joint venture has continued after the closing of the Acquisition under the same terms and conditions as prior to the Acquisition. Lafarge has the ability to deliver a notice of termination for its contract with Seven Hills as early as March 28, 2014. There is a two year notice requirement for termination, so we will have supply from the joint venture until at least March 27, 2016. We can make no assurances that Lafarge will not choose to terminate the contract. While we believe that in such event we would be able to secure paper from one of the numerous paper suppliers currently selling on the open market, we can make no assurances that we would be able to do so, or that any such potential paper contracts will be on terms as favorable as the Rock-Tenn contract.

We do not have long-term contracts with our customers, and our sales volume could be reduced if our customers switch some or all of their business with us to other suppliers.

As is customary in the industry, we do not enter into long-term contracts with our customers. Our customers may choose to stop or reduce purchases of our products at any time in the future. A significant loss of our customers or a significant reduction in their purchases could have a material negative impact on our sales volume and business, or cause us to reduce our prices, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The loss of sales to Lowe’s may have a material adverse effect on our business, financial condition and operating results.

In 2012 and 2011, Lowe’s accounted for 15% and 12% of our net sales, respectively. If Lowe’s reduces, delays or cancels a substantial number of orders, our business, financial condition and operating results may be materially and adversely affected, particularly for the period in which the reduction, delay or cancellation occurs and also possibly for subsequent periods.

Because we do not have binding long-term purchasing agreements with Lowe’s, there can be no assurance that Lowe’s will continue to purchase products from us at current levels or at all.

A material disruption at one of our manufacturing facilities or at one of our suppliers’ facilities could prevent us from meeting customer demand, reduce our sales and/or negatively affect our financial results.

Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including but not limited to:

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major equipment failure;

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fires, floods, earthquakes, hurricanes, environmental incidents or other catastrophes;

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utility and transportation infrastructure disruptions;

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labor difficulties;

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other operational problems; or

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war, acts of terrorism or other unexpected events.

Any downtime or facility damage could prevent us from meeting customer demand for our products or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime, our ability to satisfy customer requirements could be impaired, resulting in decreased customer satisfaction and lower sales and net income. Because we operate at a limited number of facilities, the effects of any particular shutdown or facility damage could be significant to our operations as a whole and pronounced in the markets near the facility affected.

In addition, our suppliers of synthetic gypsum and paperboard liner are subject to the manufacturing facility disruption risks noted above. Our suppliers’ inability to produce the necessary raw materials for our manufacturing processes may adversely impact our results of operations, cash flows and financial position. Because we rely on a limited number of suppliers, a disruption at any one of our suppliers’ facilities could have a significant impact on our business.

If the cost of energy increases, our cost of goods sold will increase and our operating results or cash flows may be materially and adversely affected.

Our manufacturing processes use substantial amounts of natural gas and electricity, which are major components of our cost of goods sold. Energy costs are affected by various market factors, including the availability of supplies of particular forms of energy, energy prices and local and national regulatory decisions. Prices for natural gas and electrical power have been volatile in recent years. There may be substantial increases in the price of energy in the future, which may be pronounced if there are dislocations in the energy markets due to political instability or other unforeseeable events. Although we have hedged in the past and may do so in the future, we currently do not hedge any of our natural gas or electricity purchases and consequently may be adversely impacted by increases in price more than competitors utilizing a hedging strategy.

Significant changes in the cost and availability of transportation could adversely affect our business, financial condition and results of operations.

Because manufacturers are responsible for delivering wallboard to their customers in our industry, transportation costs associated with the delivery of our wallboard products are a significant portion of our variable costs. Increases in the cost of fuel or energy can result in increases in the cost of transportation, which could materially and adversely affect our operating profits. Also, reductions in the availability of certain modes of transportation, such as rail or trucking, could limit our ability to deliver our products and therefore materially and adversely affect our operating profits.

Our financial results may be affected by various legal and regulatory proceedings.

We are subject to litigation and regulatory proceedings in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcome of existing legal proceedings may differ from our expectations because the outcomes of litigation and similar disputes are often difficult to predict reliably. Various factors and developments could lead us to make changes in current estimates of liabilities and related insurance receivables, where applicable, or make additional estimates, including new or modified estimates as a result of a judicial ruling or judgment, a settlement, regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could have a material adverse effect on our results of operations.

We may be unable to attract and retain key management employees.

Our key management personnel are important to our success. Our ability to retain our key management personnel or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from key management personnel or a limitation in their availability could materially and adversely impact our business.

We may experience delays or outages in our information technology system and computer networks.

We may be subject to information technology system failures and network disruptions. These may be caused by delays or disruptions due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events or disruptions. We are in the process of implementing an enterprise resource planning system, which will be initiated in the first quarter of 2014 and is anticipated to be completed before the end of 2014. We may in the future add applications to replace outdated systems and to operate more efficiently. Predictions regarding benefits resulting from the implementation of these projects are subject to uncertainties. We may not be able to successfully implement the projects without experiencing difficulties. In addition, any expected benefits of implementing projects might not be realized or the costs of implementation might outweigh the benefits realized.

A disruption in our information technology systems due to a catastrophic event or security breach could interrupt or damage our operations. In addition, we could be subject to reputational harm or liability if confidential customer information is misappropriated from our information technology systems. Despite our security measures and business continuity plans, these systems could be vulnerable to disruption, and any such disruption could negatively affect our financial condition and results of operations.

Labor disruptions or cost increases could adversely affect our business.

A work stoppage at one of our facilities could cause us to lose sales, incur increased costs and adversely affect our ability to meet customers’ needs. A plant shutdown or a substantial modification to employment terms could negatively impact us. The current collective bargaining agreement with our unionized employees at our Buchanan plant is set to expire on November 30, 2014. We cannot assure you that we will be able to negotiate the collective bargaining agreement on the same or similar terms as those in the current agreement, or at all, without production interruptions, including labor stoppages. Approximately 16% of our 471 employees were unionized as of September 30, 2013. From time to time we have experienced union organizing efforts directed at our non-union employees. We may also experience labor cost increases or disruptions in our non-union facilities in circumstances in which we must compete for employees with necessary skills and experience or in tight labor markets. Any such cost increases, work stoppages or disruptions could have a material adverse effect on our business, financial condition, results of operations and cash flows by limiting production, sales volumes and profitability.

Our business can be seasonal in nature, and this may cause our quarterly results to vary.

Sales of our wallboard products are, similar to many building products, seasonal in that sales are generally slightly higher from spring through autumn when construction activity is greatest in our markets. As a result, our quarterly results have varied in the past and may vary from quarter to quarter in the future. Such variations could have a negative impact on the price of our common stock. Additionally, because our business is seasonal, unfavorable weather conditions during peak construction periods could have an adverse effect on our sales.

Risks Relating to our Indebtedness

Our current indebtedness, and any future indebtedness we may incur, may limit our operational and financing flexibility and negatively impact our business.

Our subsidiary, Continental Building Products Operating Company, LLC, or OpCo, is a party to certain secured credit facilities that were entered into in connection with the Acquisition. As of December 31, 2013, $414.0 million was outstanding under the First Lien Credit Agreement, $155.0 million was outstanding under the Second Lien Credit Agreement and no revolving loans were outstanding under the Revolver. We may incur substantial additional debt in the future. These credit facilities, and other debt instruments we may enter into in the future, may have important consequences to you, including the following:

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our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

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the requirement that we use a significant portion of our cash flows from operations to pay interest on any outstanding indebtedness, which would reduce the funds available to us for operations and other purposes; and

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our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate may be limited.

We expect that we will depend primarily on cash generated by our operations for funds to pay our expenses and any amounts due under our credit facilities and any other indebtedness we may incur. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flows from operations in the future and our currently anticipated growth in revenues and cash flows may not be realized, either or both of which could result in our being unable to repay indebtedness or to fund other liquidity needs. If we do not have enough money, we may be required to refinance all or part of our then existing debt, sell assets or borrow more money, in each case on terms that may not be acceptable to us. In addition, the terms of existing or future debt agreements, including our existing credit facilities, may restrict us from adopting any of these alternatives. Our ability to recapitalize and incur additional debt in the future could also delay or prevent a change in control of our company, make some transactions more difficult and impose additional financial or other covenants on us. In addition, any significant levels of indebtedness in the future could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt and could make us more vulnerable to economic downturns and adverse developments in our business. Our indebtedness and any inability to pay our debt obligations as they come due or inability to incur additional debt could adversely affect our business and results of operations.

The terms of our credit facilities impose operating and financial restrictions on us.

OpCo’s credit facilities contain a number of significant restrictions and covenants that generally limit OpCo’s ability to, among other things:

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incur or guarantee additional debt;

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create or incur certain liens;

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make certain loan advances;

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engage in acquisitions, consolidations, mergers, changes of control and sales of certain assets;

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pay dividends and make other distributions;

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make optional payments and modifications of junior debt instruments;

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engage in certain affiliate transactions, sales and leasebacks and pledge transactions;

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make certain restricted subsidiary distributions;

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engage in certain lines of business or activities; and

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modify certain agreements.

The credit facilities limit our ability to engage in these types of transactions even if we believe that a specific transaction would contribute to our future growth or improve our operating results. The First Lien Credit Agreement also requires OpCo and its restricted subsidiaries to maintain a specific total leverage ratio in certain circumstances. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities” for more information regarding the terms of these credit facilities.

Our ability to comply with these provisions may be affected by events beyond our control. A breach of any of these provisions or the inability to comply with required financial ratios in the credit facilities could result in a default, in which case the lenders will have the right to declare all borrowings to be immediately due and payable. If we are unable to repay all borrowings when due, whether at maturity or if declared due and payable following a default, the lenders would have the right to proceed against the collateral granted to secure the indebtedness. If we breach these covenants or fail to comply with the terms of the credit facilities, and the lenders accelerate the amounts outstanding under the credit facilities, our business and results of operations would be adversely affected.

Risks Related to Our Relationship with Lafarge

Our historical financial information as a division of Lafarge may not be representative of our results as an independent public company.

The historical financial information that we have included in this prospectus has been derived from the historical financial statements of Lafarge and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the historical periods presented. The historical costs and expenses reflected in our combined financial statements include an allocation for certain corporate functions historically provided by Lafarge. These allocated costs are primarily related to corporate administrative expense, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, market and contract support, customer support, treasury, facility and other corporate and infrastructural services. While we believe that these allocations are reasonable reflections of the historical utilization levels of these services in support of our business, we have not made adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of the Acquisition, including changes in our employee base, changes in our legal structure, potential increased costs associated with reduced economies of scale, migration of our informational technology systems, increased marketing expenses related to establishing a new brand identity and increased costs associated with being a publicly traded, stand-alone company. As a result of the Acquisition, we have had a very limited history of functioning as a stand-alone company and do not present financial results in this prospectus as a stand-alone company for any full financial reporting period. As a result of these factors, the historical financial information is not necessarily representative of the amount that would have been reflected in our financial statements had we been a stand-alone company or indicative of our future results of operations, financial position, cash flows or costs and expenses. For additional information, see “Selected Historical Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Information” and our historical combined financial statements and notes thereto.

The transitional services that Lafarge currently provides to us may not be sufficient to meet our needs, and our ability to change the scope of the services provided may be limited.

Historically, Lafarge has provided significant corporate and shared services related to corporate functions such as information technology, legal services, accounting and finance services, human resources, marketing and

contract support, customer support, treasury, facility and other corporate and infrastructural services. Following the Acquisition, Lafarge has continued to provide many of these services on a transitional basis for a fee. While these services are being provided to us by Lafarge, these services may be insufficient to meet our needs and our operational flexibility to modify or implement changes with respect to such services or the amounts that we pay for them will be limited.

After the expiration of our transitional services agreement, we will no longer have access to the resources of Lafarge, and we may have difficulty finding replacement services or experience increased costs resulting from decreased purchasing power.

After the expiration of the transitional services agreement, we may not be able to replace the services provided to us by Lafarge or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that we will receive from Lafarge under the transitional services agreement. Although we intend to replace portions of the services currently provided by Lafarge, we may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms for such services or for other goods, services or supplies as favorable as those we currently have in effect.

Risks Related to this Offering and Ownership of Our Common Stock

There is currently no public market for shares of our common stock, a trading market for our common stock may never develop following this offering and our common stock prices may be volatile and could decline substantially following this offering.

Prior to this offering, there has been no market for shares of our common stock. Although our common stock is expected to be approved for listing on the NYSE under the symbol “CBPX,” an active trading market for the shares of our common stock may never develop or, if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:

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the likelihood that an active trading market for shares of our common stock will develop or be sustained;

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the liquidity of any such market;

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the ability of our stockholders to sell their shares of common stock; or

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the price that our stockholders may obtain for their common stock.

If an active market does not develop or is not maintained, the market price of our common stock may decline and you may not be able to sell your shares. Even if an active trading market develops for our common stock subsequent to this offering, the market price of our common stock may be highly volatile and subject to wide fluctuations.

Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

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actual or anticipated variations in our quarterly operating results;

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changes in market valuations of similar companies;

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changes in the residential, commercial or R&R construction market;

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additions or departures of key personnel;

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actions by stockholders, including the sale by Lone Star of its shares of our common stock;

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speculation in the press or investment community;

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general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;

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changes in interest rates;

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our operating performance and the performance of other similar companies;

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changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;

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changes in accounting principles;

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changes in tax laws; and

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passage of legislation or other regulatory developments that adversely affect us or the homebuilding industry.

These and other factors may lower the market price of our common stock, regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the public offering price.

Furthermore, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce our share price and materially affect the value of your investment.

The offering price per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering, there has been no market for our common stock. The offering price per share of our common stock offered by this prospectus was negotiated among Lone Star, the underwriters and us. Factors considered in determining the price of our common stock include:

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the history and prospects of companies whose principal business is the manufacturing and sale of wallboard;

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market valuations of those companies;

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our capital structure;

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general conditions of the securities markets at the time of this offering; and

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other factors that we deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares.

Lone Star owns a substantial portion of our common stock, it may have conflicts of interest with other stockholders in the future and its significant ownership may limit your ability to influence corporate matters.

Immediately after this offering, Lone Star will beneficially own approximately % (or % if the underwriters’ over-allotment option is exercised in full) of our outstanding common stock. See “Principal Stockholders” for more information on our beneficial ownership. As a result of this concentration of stock ownership, Lone Star acting on its own has sufficient voting power to effectively control all matters submitted to our stockholders for approval, including director elections and proposed amendments to our bylaws. We currently expect that, following this offering, five of the nine members of our board of directors will be employees or affiliates of Lone Star.

In addition, this concentration of ownership may delay or prevent a merger, consolidation or other business combination or change in control of our company and make some transactions that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our common stock more difficult or impossible without the support of Lone Star. The interests of Lone Star may not always coincide with our interests as a company or the interests of other stockholders. Accordingly, Lone Star could cause us to enter into transactions or agreements of which you would not approve or make decisions with which you would disagree. This concentration of ownership may also adversely affect our share price. After the lock-up period expires, Lone Star will be able to transfer control of us to a third-party by transferring their common stock, which would not require the approval of our board of directors or other stockholders.

Additionally, Lone Star is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Lone Star may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of Lone Star and its affiliates and investment funds may serve as our directors or officers, our certificate of incorporation to be adopted in connection with this offering will provide, among other things, that none of Lone Star or any principal, member, director, manager, partner, stockholder, officer, employee or other representative of Lone Star has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any of these persons or entities acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in such corporate opportunity, and these persons and entities will not have any duty to communicate or offer such corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. These potential conflicts of interest could have a material adverse effect on our business, financial condition, results of operations or prospects if, among other things, attractive corporate opportunities are allocated by the sponsors to themselves or their other affiliates. The terms of our certificate of incorporation to be adopted are more fully described in “Description of Capital Stock—Corporate Opportunities and Transactions with Lone Star.”

We will be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon completion of this offering, Lone Star will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by a person or group is a “controlled company” and need not comply with certain requirements, including the requirement that a majority of the board of directors consist of independent directors and the requirements that our compensation and nominating and corporate governance committees be comprised entirely of independent directors. Following this offering, we intend to utilize these exemptions. As a result, we may not have a majority of independent directors and our nominating and compensation committees may not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Our future operating results may fluctuate significantly and our current operating results may not be a good indication of our future performance. Fluctuations in our quarterly financial results could affect our stock price in the future.

Our revenues and operating results have historically varied from period to period and we expect that they will continue to do so as a result of a number of factors, many of which are outside of our control, including the cyclicality and seasonality of our industry. If our quarterly financial results fail to meet the expectations of securities analysts and investors, our stock price could be negatively affected. Any volatility in our quarterly financial results may make it more difficult for us to raise capital in the future or pursue acquisitions that involve issuances of our stock. Our operating results for prior periods may not be effective predictors of future performance.

We have no present intention to pay dividends on our common stock.

If securities or industry analysts do not publish research or reports about our business, publish inaccurate or unfavorable research about our business or change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced in part by the research and other reports that industry or securities analysts may publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely be negatively impacted. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, or if analysts issue other unfavorable commentary or inaccurate research, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Future sales of our common stock in the public market could cause our stock price to fall.

If our existing stockholder sells substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholder might sell substantial amounts of our common stock could also depress the market price of our common stock. Any such sale or perception could also impair our ability to raise capital or pay for acquisitions using our equity securities.

Immediately after completion of this offering, we will have shares of common stock outstanding, including shares that will be beneficially owned by Lone Star. Following completion of this offering, Lone Star will beneficially own approximately % of our outstanding shares of common stock (or % if the underwriters exercise their over-allotment option in full) and, unless such shares are registered under the Securities Act of 1933, as amended, or the Securities Act, such shares may only be resold into the public markets in accordance with the requirements of Rule 144, including the volume limitations, manner of sale requirements and notice requirements thereof. See “Shares Eligible for Future Sale.” In addition, the remaining shares of our common stock that will be outstanding immediately after completion of this offering will become eligible for sale in the public markets from time to time, subject to Securities Act restrictions, following the expiration of lock-up agreements. We, Lone Star, and our officers and directors have signed lock-up agreements with the underwriters that will, subject to certain exceptions, restrict the sale of shares of our common stock held by them for 180 days following the date of this prospectus. The underwriters may, without notice except in certain limited circumstances, release all or any portion of the shares of common stock subject to lock-up agreements. See “Underwriting” for a description of these lock-up agreements. Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject in the case of shares held by our affiliates, to the volume, manner of sale and other limitations under Rule 144. We expect that Lone Star will be considered an affiliate of us after this offering based on their expected share ownership following this offering.

After completion of this offering, Lone Star will have the right to demand that we file a registration statement with respect to the shares of our common stock held by it, and will have the right to include its shares in any registration statement that we file with the SEC, subject to certain exceptions. See “Shares Eligible for Future Sale.” Any registration of the shares owned by Lone Star would enable those shares to be sold in the

public market, subject to certain restrictions in our registration rights agreement and the restrictions under the lock-up agreements referred to above.

The market price for shares of our common stock may drop significantly when the restrictions on resale by our existing stockholder lapse or if those restrictions on resale are waived. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities. In addition, following this offering, we intend to file a registration statement on Form S-8 under the Securities Act registering shares under our stock incentive plan. Subject to the terms of the awards granting the shares included in this registration statement and except for shares held by affiliates who will have certain restrictions on their ability to sell, the shares will be available for sale in the public market immediately after the registration statement is filed. We expect that the initial registration statement on Form S-8 will cover shares of our common stock. See “Shares Eligible for Future Sale.”

If you purchase shares of common stock sold in this offering, you will experience immediate and substantial dilution.

If you purchase shares in this offering, the value of your shares based on our actual book value will immediately be less than the price you paid. This reduction in the value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our common stock. If you purchase shares in this offering, you will suffer, as of , 2014, immediate dilution of $ per share, in the net tangible book value after giving effect to the sale of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range appearing on the cover of this prospectus, less underwriting discounts and commissions and the estimated expenses payable by us, and the application of the net proceeds as described in “Use of Proceeds.” If outstanding options to purchase our shares of common stock are exercised in the future, you will experience additional dilution. In addition, if we raise funds by issuing additional securities, the newly issued shares will further dilute your percentage ownership of our company.

In the future, we expect to issue options, restricted stock and other forms of stock-based compensation, which have the potential to dilute stockholder value and cause the price of our common stock to decline.

We expect to offer stock options, restricted stock and other forms of stock-based compensation to our directors, officers and employees in the future. If any options that we issue are exercised, or any restricted stock that we may issue vests, and those shares are sold into the public market, the market price of our common stock may decline. In addition, the availability of shares of common stock for award under our equity incentive plan, or the grant of stock options, restricted stock or other forms of stock-based compensation, may adversely affect the market price of our common stock.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

We are a holding company and depend on the cash flow of our subsidiaries.

We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our stockholders depends upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries directly or indirectly to us in the form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us could have a material adverse effect on our business, financial condition and results of operations.

Provisions of our charter documents, Delaware law and other documents could discourage, delay or prevent a merger or acquisition at a premium price.

Provisions in our certificate of incorporation and bylaws that we intend to adopt prior to the consummation of this offering may have the effect of delaying or preventing a change of control or changes in our management. For example, our certificate of incorporation and bylaws will include provisions that:

•

permit us to issue, without stockholder approval, preferred stock in one or more series and, with respect to each series, fix the number of shares constituting the series and the designation of the series, the voting powers, if any, of the shares of the series and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series;

•

prevent stockholders from calling special meetings;

•

restrict the ability of stockholders to act by written consent after such time as Lone Star owns less than a majority of our common stock;

•

limit the ability of stockholders to amend our certificate of incorporation and bylaws;

•

require advance notice for nominations for election to the board of directors and for stockholder proposals;

•

do not permit cumulative voting in the election of our directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election; and

•

establish a classified board of directors with staggered three-year terms.

These provisions may discourage, delay or prevent a merger or acquisition of our company, including a transaction in which the acquiror may offer a premium price for our common stock.

We are also subject to Section 203 of the Delaware General Corporation Law, or the DGCL, which, subject to certain exceptions, prohibits us from engaging in any business combination with any interested stockholder, as defined in that section, for a period of three years following the date on which that stockholder became an interested stockholder. In addition, our equity incentive plan will permit vesting of stock options and restricted stock, and payments to be made to the employees thereunder in certain circumstances, in connection with a change of control of our company, which could discourage, delay or prevent a merger or acquisition at a premium price. In addition, our credit facilities, and other debt instruments we may enter into in the future, may include provisions entitling the lenders to demand immediate repayment of all borrowings upon the occurrence of certain change of control events relating to our company, which also could discourage, delay or prevent a business combination transaction. See “Description of Capital Stock—Provisions of Our Certificate of Incorporation and Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect.”

Our certificate of incorporation will include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware); in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. This forum selection provision in our certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause to be included in our certificate of incorporation, a court could rule that such a provision is inapplicable or unenforceable. See “Description of Capital Stock—Forum Selection Clause”.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

We are not currently required to comply with rules of the Securities and Exchange Commission, or the SEC, implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, as an “emerging growth company,” as defined in the JOBS Act, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal controls over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify material weaknesses in our internal controls over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal controls over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by , the SEC or other regulatory authorities, which could require additional financial and management resources.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies but not to

emerging growth companies, including, but not limited to, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected, and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, which may make it more difficult for investors and securities analysts to evaluate us.

Because we are an “emerging growth company” under the JOBS Act, we have included only two, rather than three, years of audited financial statements and only two, rather than five, years of selected financial information. Accordingly, we have included only a limited operating history on which investors can base an evaluation of our business, results of operations and prospects.

We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of this offering, although a variety of circumstances could cause us to lose that status earlier.

The requirements of being a public company may strain our resources and divert management’s attention, and our lack of public company operating experience may impact our business and stock price.

As a U.S. public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act (other than the auditor attestation requirement of Section 404 while we continue to qualify as an “emerging growth company”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to obtain coverage. Potential liability associated with serving on a public company’s board could make it difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Our lack of public company operating experience may make it difficult to forecast and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any other reason, our business, prospects, financial condition and results of operations may be harmed, which could cause our stock price to decline.

We will incur increased costs as a result of being a publicly-traded company.

As a company with publicly-traded securities, we will incur significant legal, accounting and other expenses not presently incurred. In addition, the Sarbanes-Oxley Act, as well as rules promulgated by the SEC and the

NYSE, require us to adopt corporate governance practices applicable to U.S. public companies. These rules and regulations will increase our legal and financial compliance costs and may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies.

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements.” These forward-looking statements are included throughout this prospectus, including in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Certain Relationships and Related Party Transactions,” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, capital resources and other financial and operating information. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this prospectus. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:

•

cyclicality in our markets, especially the new residential construction market;

•

the highly competitive nature of our industry and the substitutability of competitors’ products;

•

disruptions in our supply of synthetic gypsum due to regulatory changes or coal-fired power plants switching to natural gas or ceasing operations;

•

changes to environmental and safety laws and regulations requiring modifications to our manufacturing systems;

•

disruptions to our supply of paperboard liner, including termination of the Rock-Tenn contract;

•

potential losses of customers;

•

changes in affordability of energy and transportation costs;

•

material disruptions at our facilities or the facilities of our suppliers;

•

changes in, cost of compliance with or the failure or inability to comply with governmental laws and regulations, in particular environmental regulations;

•

our involvement in legal and regulatory proceedings;

•

our ability to attract and retain key management employees;

•

disruptions in our information technology systems;

•

labor disruptions;

•

seasonal nature of our business;

•

the effectiveness of our internal controls over financial reporting;

•

increased costs and demands on management as a public company;

•

our lack of public company operating experience;

•

our current reliance on Lafarge for many of our administrative services;

•

our relationship, and actual and potential conflicts of interest, with Lone Star; and

•

additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

The forward-looking statements contained in this prospectus are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include those described in “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions

prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise in full their over-allotment option to purchase up to additional shares of our common stock), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover of this prospectus. We intend to use the net proceeds from this offering as follows:

•

$2 million to make a one-time payment to Lone Star in consideration for the termination of our Asset Advisory Agreement with certain affiliates of Lone Star upon consummation of this offering as described under “Certain Relationships and Related Party Transactions—Relationships with Lone Star and Affiliates—Asset Advisory Fees”;

•

to repay outstanding indebtedness, including:

•

$ million under the Second Lien Credit Agreement, and

•

$ million under the First Lien Credit Agreement; and

•

the remainder for general corporate purposes.

The terms of our First and Second Lien Credit Agreements are described in detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Credit Facilities.”

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the initial public offering price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

DIVIDEND POLICY

On December 2, 2013, we paid a distribution of $130 million to Lone Star from the increase in our borrowings under our First Lien Credit Agreement and Second Lien Credit Agreement. We have not made any other distributions on our equity since our formation on July 26, 2013.

Our credit facilities contain, and debt instruments that we enter into in the future may contain, covenants that place limitations on the amount of dividends we may pay. In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus, which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or, if there is no surplus, out of our net profits for the then current and immediately preceding year.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2013:

•

on an actual basis; and

•

on a pro forma basis to give effect to the following:

•

the completion of our corporate reorganization where LSF8 Gypsum Holdings Company, LLC was converted into a Delaware corporation and renamed Continental Building Products, Inc.;

•

the modification of our First and Second Lien Credit Agreements to increase the borrowings by $130 million and distribute the proceeds as a return of capital to our sponsor, Lone Star, which occurred on December 2, 2013; and

•

the issuance and sale of shares of our common stock offered by us in this offering at an assumed offering price of $ per share, which is the midpoint of the estimated price range appearing on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in “Use of Proceeds.”

You should read this table together with the information in this prospectus under “Use of Proceeds,” “Selected Consolidated and Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock,” and with the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.


	As of September 30, 2013
	Actual			Pro Forma
	(in thousands, except share data)
Cash and cash equivalents	$	16,760		$	16,760

Debt:
First Lien Credit Agreement	$	320,000
Second Lien Credit Agreement		120,000
Borrowings under the Revolver		28,500
Original issue discount		(3,264	)

Total debt	$	465,236		$

Stockholders’ Equity:
Undesignated preferred stock, par value $0.001 per share: no shares authorized, issued or outstanding actual, 10,000,000 shares authorized, no shares issued and outstanding pro forma
Common Stock, $0.001 par value per share; no shares authorized, issued or outstanding, actual, shares authorized, shares issued and outstanding pro forma
Additional Paid-In Capital		265,000
Accumulated Other Comprehensive Income (Loss)		266
Accumulated deficit		(4,640	)

Total Stockholders’ Equity		260,626

Total Capitalization	$	725,862		$

DILUTION

Dilution represents the difference between the amount per share paid by investors in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering. The data in this section have been derived from our consolidated balance sheet as of September 30, 2013. Net tangible book value per share is equal to our total tangible assets less the amount of our total liabilities, divided by the sum of the number of our shares of common stock outstanding. Our net tangible book value as of September 30, 2013 was $13.2 million, or $ per share of common stock.

After giving effect to our receipt of the estimated net proceeds from our sale of common stock in this offering at an assumed offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and other estimated offering expenses payable by us and the application of such proceeds as described in “Use of Proceeds,” our net tangible book value, as adjusted, as of September 30, 2013 would have been $ million, or $ per share of common stock. This represents an immediate decrease in net tangible book value to our existing stockholders of $ per share and an immediate dilution to new investors in this offering of $ per share. The following table illustrates this per share dilution:


Assumed initial public offering price per share		$
Net tangible book value per share of common stock as of September 30, 2013		$
Pro forma increase in net tangible book value per share attributable to new investors		$
Pro forma net tangible book value per share after the offering		$
Dilution per share to new investors		$

The following table shows on a pro forma basis at September 30, 2013, after giving effect to the completion of our corporate conversion, the total cash consideration paid to us and the average price per share paid by our existing stockholder and by new investors in this offering before deducting underwriting discounts and estimated offering expenses payable by us.


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	%			Number	%			Average Price Per Share
Existing stockholder				%				%
New investors

Total			100	%			100	%

The information in the preceding table has been calculated using an assumed initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed initial public offering price per share would increase or decrease, respectively, the as adjusted net tangible book value per share of common stock after this offering by $ per share and increase or decrease, respectively, the dilution per share of common stock to new investors in this offering by $ per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters exercise their over-allotment option in full, our existing stockholders would own approximately % and our new investors would own approximately % of the total number of shares of our common stock outstanding immediately after this offering, based on shares outstanding after this offering, and the total consideration paid by our existing stockholder and new investors would be approximately $ (or %) and $ (or %), respectively.

An aggregate of additional shares of our common stock will initially be available for future awards under the equity incentive plan that we intend to implement in connection with this offering and are not included in the above discussion and table. To the extent that we grant awards in the future with exercise prices below the initial public offering price in this offering, investors purchasing in this offering will incur additional dilution.

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

As discussed in more detail under “Business—The Acquisition”, we acquired the gypsum division of Lafarge North America Inc. on August 30, 2013. The accompanying financial statements are presented for the “Predecessor”, which are the combined financial statements of the Lafarge gypsum division for the period preceding the Acquisition, and the “Successor”, which are the consolidated financial statements of us and our subsidiaries for the period following the Acquisition. We were formed on July 26, 2013 and had no results of operations prior to the Acquisition on August 30, 2013. As such, our consolidated results of operations reflect activity of the acquired business for the month of September 2013. The Predecessor’s combined statements of operations data for the years ended December 31, 2011 and 2012 and the Predecessor’s combined balance sheet data as of December 31, 2011 and 2012 have been derived from the audited combined financial statements of the Lafarge gypsum division, which are included elsewhere in this prospectus. The Predecessor’s combined statements of operations data for the nine months ended September 30, 2012 and for the period from January 1, 2013 to August 30, 2013 are derived from the unaudited combined financial statements, which are included elsewhere in this prospectus. Our balance sheet data as of September 30, 2013 and consolidated statements of operations for the period July 26, 2013 to September 30, 2013 are derived from the Successor unaudited consolidated financial statements, which are included elsewhere in this prospectus. The Predecessor’s financial statements may not necessarily be indicative of the cost structure or results of operations that would have existed if the gypsum division of Lafarge operated as a stand-alone, independent business. The Acquisition was accounted for as a business combination, which resulted in a new basis of accounting. The Predecessor’s and the Successor’s financial statements are not comparable as a result of applying a new basis of accounting. See the Notes to the unaudited consolidated financial statements for additional information regarding the accounting treatment of the Acquisition.

The information presented below should be read in conjunction with the historical audited combined financial statements and related notes appearing elsewhere in this prospectus, the unaudited interim periods and related notes appearing elsewhere in this prospectus, and other financial information contained in “Risk Factors,” “The Acquisition,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.


	Predecessor												Successor
							(Unaudited)						(Unaudited)
	Year ended December 31,						Nine months ended September 30,			January 1 to August 30,			July 26 to September 30,
	2011			2012			2012			2013			2013
	(in thousands)
Statement of Operations Data:
Net sales	$	252,111		$	311,410		$	223,449		$	252,248		$	35,630

Costs, expenses and other income:
Cost of goods sold		279,638			289,936			213,474			195,338			31,537
Selling and administrative:
Direct		23,844			27,194			20,077			19,338			6,200
Allocated from Lafarge		9,745			7,037			5,477			4,945

Total costs and operating expenses		313,227			324,167			239,028			219,621			37,737

Operating income (loss)		(61,116	)		(12,757	)		(15,579	)		32,627			(2,107	)
Other income and (expenses):
Other (expense) income, net		303			(87	)		(15	)		(191	)		85
Interest expense, net		(273	)		(212	)		(150	)		(91	)		(2,364	)

Loss before (losses) earning from equity method investment and income taxes		(61,086	)		(13,056	)		(15,744	)		32,345			(4,386	)
Earnings (losses) on equity method investment		228			(138	)		(156	)		(30	)		—

Income (loss) before income tax benefit		(60,858	)		(13,194	)		(15,900	)		32,315			(4,386	)
Income tax benefit (expense)		316			352			65			(130	)		(254	)

Net income (loss)	$	(60,542	)	$	(12,842	)	$	(15,835	)	$	32,185		$	(4,640	)

Foreign currency translation adjustments		1,144			(1,197	)		(1,923	)		2,707			266

Comprehensive income (loss)	$	(59,398	)	$	(14,039	)	$	(17,758	)		34,892		$	(4,374	)


Balance Sheet Data (at period end):
Cash	$	—		$	—			N/A			N/A		$	16,760
Property, plant and equipment, net		415,902			386,270			N/A			N/A			390,818
Total assets		576,044			556,746			N/A			N/A			757,960
Total liabilities		41,119			46,513			N/A			N/A			497,334
Total net Parent investment/Equity		534,925			510,233			N/A			N/A			260,626

Other Financial Data:
EBITDA(1)	$	(32,531	)	$	23,349		$	14,179		$	49,292		$	2,572
Adjusted EBITDA(1)		(18,821	)		40,985			26,768			63,683			9,443
Capital expenditures		5,863			5,205			2,144			2,506			43

(1)

EBITDA and Adjusted EBITDA are non-GAAP measures. See “Prospectus Summary—Summary Historical and Unaudited Pro Forma Combined Financial Information” for how we define and calculate EBITDA and Adjusted EBITDA as non-GAAP measures, reconciliations thereof to net income and a description of why we believe these measures are important.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information consists of unaudited pro forma combined statements of operations data for the nine months ended September 30, 2012 and 2013 and for the year ended December 31, 2012, and unaudited pro forma combined balance sheet data as of September 30, 2013. The unaudited pro forma combined financial information has been derived by application of pro forma adjustments to our historical combined financial statements included elsewhere in this prospectus.

The unaudited pro forma combined financial information is for illustrative and informational purposes only and does not purport to represent what our financial position or results of operations would have been if we had operated as a stand-alone public company during the periods presented or if the transactions described below had actually occurred as of the dates indicated, nor does it project our financial position at any future date or our results of operations or cash flows for any future period.

Our unaudited pro forma combined financial information has been prepared to reflect adjustments to our historical financial information that are (1) directly attributable to the transactions described below; (2) factually supportable; and (3) with respect to the unaudited pro forma combined statements of operations data, expected to have a continuing impact on our results. The unaudited pro forma combined financial information does not include non-recurring items, including, but not limited to, offering-related legal and advisory fees. The unaudited pro forma combined financial information reflects the impact of the Pro Forma Transactions, which comprise the following:

•

the Acquisition;

•

the additional borrowings under our First and Second Lien Credit Agreements and the distribution of such borrowings to our sponsor, Lone Star;

•

the completion of this offering;

•

use of the net proceeds of this offering to repay debt; and

•

other adjustments described in the notes to the unaudited pro forma combined financial information.

The unaudited pro forma combined statements of operations give effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of January 1, 2012. The unaudited pro forma combined balance sheet data gives effect to the Pro Forma Transactions as though the Pro Forma Transactions had occurred as of September 30, 2013.

At the closing of the Acquisition, we entered into a transitional services agreement, under which Lafarge provides certain services to us that were previously provided when we were wholly owned by Lafarge for fees specified in that agreement. The services include corporate services, such as information technology, accounting and finance services, marketing support, customer support, treasury, facility and other corporate and infrastructural services. We will also incur additional costs for financial reporting and compliance, corporate governance, treasury and investor relations activities, which costs include additional compensation to current and future employees and professional fees to external service providers. See “Certain Relationships and Related Party Transactions.” We estimate that our annual general and administrative expenses will increase by a range of approximately $4 million to $6 million in the first year as a stand-alone public company, including service charges by Lafarge and expenses for services not captured by the transitional services agreement. In addition, general and administrative expenses are expected to increase further in the second year as a stand-alone public company due to duplication of costs arising from the continued services provided under the transitional service agreement and the development of stand-alone infrastructure. The duplicative costs from the transitional service agreement have not been quantified and are expected to be temporary. No pro forma adjustments have been made to the historical financial statements to reflect the additional costs and expenses described in this paragraph.

The unaudited pro forma combined statements of operations also exclude certain non-recurring items that we expect to incur in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting services. We expect all of these costs to be expensed.

The unaudited pro forma combined financial information and the related notes should be read in conjunction with “Capitalization,” “Selected Historical Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions” and the audited and unaudited combined financial statements and the related notes included elsewhere in this prospectus.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013


	Predecessor January 1 to August 30, 2013 (a)			Successor July 26 to September 30, 2013			Pro forma adjustments for acquisition (a)			Pro forma adjustments for debt upsizing			Pro forma adjustments for the offering (g)		Pro forma
	(in thousands, except per share data)
Net sales	$	252,248		$	35,630			—							$	287,878
Costs, expenses and other income:
Cost of goods sold		195,338			31,537			16,100	(b)							242,975
Selling and administrative:
Direct		19,338			6,200			—						(h)		25,538
Allocated from or paid to Lafarge		4,945			—			—								4,945

Total costs and operating expenses		219,621			37,737			16,100								273,458
Operating income		32,627			(2,107	)		(16,100	)							14,420
Other (expense) income, net		(191	)		85											(106	)
Interest expense, net		(91	)		(2,364	)		(18,546	)(c)		(6,987	)(f)

Income (loss) before losses on equity method investment and income tax benefit		32,345			(4,386	)		(34,646	)		(6,987	)
(Losses) from equity method investment		(30	)		—			30	(d)

Income (loss) before income tax benefit		32,315			(4,386	)		(34,616	)		(6,987	)
Income tax (expense) benefit		(130	)		(254	)		—	(e)		—	(e)

Net income (loss)	$	32,185		$	(4,640	)	$	(34,616	)	$	(6,987	)	$		$

Net income per share, basic and diluted:
Basic															$
Diluted															$
Weighted average shares outstanding:
Basic														(i)
Diluted														(i)

See notes to unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012


	Predecessor Year ended December 31, 2012 (a)			Pro forma adjustments for acquisition (a)			Pro forma adjustments for debt upsizing			Pro forma adjustments for the offering (g)		Pro forma
	(in thousands, except per share data)
Net sales	$	311,410			—							$	311,410
Costs, expenses and other income:
Cost of goods sold		289,936			32,132	(b)							322,068
Selling and administrative:
Direct		27,194			—								27,194
Allocated from Lafarge		7,037			—								7,037

Total costs and operating expenses		324,167			32,132								356,299
Operating loss		(12,757	)		(32,132	)							(44,889	)

Other (expense) income, net		(87	)		—			(361	)(f)				(448	)
Interest expense, net		(212	)		(28,059	)(c)		(9,156	)(f)

Income (loss) before losses on equity method investment and income tax benefit		(13,056	)		(60,191	)		(9,517	)
(Losses) from equity method investment		(138	)		138	(d)

Income (loss) before income tax benefit		(13,194	)		(60,053	)		(9,517	)
Income tax benefit		352			—	(e)		—	(e)

Net income (loss)	$	(12,842	)	$	(60,053	)	$	(9,517	)	$		$

Net income per share, basic and diluted:
Basic												$
Diluted												$
Weighted average shares outstanding:
Basic											(i)
Diluted											(i)

See notes to unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012


	Predecessor Nine months ended September 30, 2012			Pro forma adjustments for acquisition(a)			Pro forma adjustments for debt upsizing			Pro forma adjustments for the offering(g)	Nine months ended September 30, 2012 Pro forma
	(in thousands, except per share data)
Net sales	$	223,449			—						$	223,449
Costs, expenses and other income:
Cost of goods sold		213,474			24,474	(b)						237,948
Selling and administrative:
Direct		20,077			—							20,077
Allocated from Lafarge		5,477			—							5,477

Total costs and operating expenses		239,028			24,474							263,502
Operating loss		(15,579	)		(24,474	)						(40,053	)
Other expense (income), net		(15	)		—			(361	)(f)			(376	)
Interest expense, net		(150	)		(21,045	)(c)		(6,897	)(f)

Income (loss) before losses on equity method and income tax		(15,744	)		(45,519	)		(7,258	)
(Losses) from equity method investment		(156	)		156	(d)

Income (loss) before income tax benefit		(15,900	)		(45,363	)		(7,258	)
Income tax benefit		65			—	(e)		—	(e)

Net income (loss)	$	(15,835	)	$	(45,363	)	$	(7,258	)	$	$

See notes to unaudited pro forma combined financial information.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2013


	Successor Historical			Pro forma adjustments for debt upsizing			Pro forma adjustments for the offering(g)	Pro forma
	(in thousands, except per share data)
ASSETS
Cash	$	16,760		$	(5,232	)		$	11,528
Receivables, net		36,397							36,397
Inventories		34,271							34,271
Prepaid expenses and other current assets		4,169							4,169

Total current assets		91,597			(5,232	)			86,365
Property, plant, and equipment, net		390,818							390,818
Customer relationships and other intangibles, net		131,240							131,240
Goodwill		116,171							116,171
Other assets		28,134			3,136				31,270

Total assets	$	757,960		$	(2,096	)	$	$	755,864

LIABILITIES AND EQUITY
Accounts payable		26,429							26,429
Accrued and other liabilities		5,415							5,415
Notes payable, current portion		3,200			950				4,150

Total current liabilities		35,044			950				35,994
Deferred taxes		254							254
Notes payable, non-current portion		462,036			127,315

Total liabilities		497,334			128,265

Common stock, $0.001 par value; shares authorized; shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		265,000			(130,000	)
Accumulated other comprehensive income		266							266
Accumulated deficit		(4,640	)		(361	)			(5,001	)

Total equity		260,626			(130,361	)

Total liabilities and equity	$	757,960			(2,096	)	$	$

See notes to unaudited pro forma combined financial information.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(a) Acquisition of Lafarge North America Inc. Gypsum Business

We completed the acquisition of the Lafarge North America Inc. gypsum business on August 30, 2013. The Company was formed on July 26, 2013 and had no operating activity prior to this purchase. The pro forma combined statements of operations reflect the Acquisition as if it had occurred on January 1, 2012 with the results of operations of the Lafarge North America Inc. gypsum business represented by the Predecessor financial statements through August 30, 2013.

(b) Purchase Accounting

The unaudited pro forma combined statements of operations reflect an adjustment for the increase in depreciation and amortization expenses related to the fair value adjustments to tangible and long-lived intangible assets with definite lives assuming the Acquisition occurred at January 1, 2012. These assets are amortized or depreciated over their estimated useful lives. The long-lived intangible assets represent customer lists, which are amortized over a 15 year period using the accelerated method that reflects the expected future cash flows from the acquired customer-related intangible asset, and trademarks, which are amortized on a straight-line basis over the estimated useful life of 15 years. The incremental pro forma amortization expense for long-lived intangible assets with definite lives was $10.4 million for the nine months ended September 30, 2013, $15.3 million for the nine months ended September 30, 2012, and $20.4 million for the full year 2012.

Long-lived tangible assets were revalued at fair value. The value of land was increased by $9.0 million and has an indefinite life. The value of buildings and improvements was increased by $7.1 million and has a weighted average estimated remaining useful life of 23 years. The value of machinery and equipment was increased by $6.6 million and has a weighted average estimated remaining useful life of 9 years. The value of mobile equipment increased by $0.3 million and has a weighted average estimated remaining useful life of 4 years.

The incremental pro forma depreciation expense for long-lived tangible assets was $7.2 million for the nine months ended September 30, 2013, $7.7 million for the nine months ended September 30, 2012, and $10.2 million for the full year 2012. We are in the process of finalizing third-party valuations of certain acquired assets; thus, the measurement of assets giving rise to these pro forma adjustments is subject to change.

The unaudited combined statements of operations also reflect an adjustment to increase cost of sales by $1.5 million for the 2012 periods presented, with a corresponding reduction to cost of sales for the nine months ended September 30, 2013. This reflects the turn through cost of sales of inventory that was stepped up to fair value assuming that the transaction occurred on January 1, 2012.

The unaudited consolidated historical balance sheet already reflects the preliminary purchase price allocation as further described in the interim financial statements included elsewhere in this prospectus.

(c) Debt financing for the Acquisition

In connection with the Acquisition, we entered into a $320 million First Lien Credit Agreement that also included the Revolver, a revolving credit facility of up to $40 million U.S. Dollars and $10 million Canadian Dollars, and a $120 million Second Lien Credit Agreement. At the closing of the Acquisition, US $28.5 million was borrowed under the Revolver. The unaudited consolidated historical balance sheet already reflects these borrowings as further described in the interim financial statements included elsewhere in this prospectus. On December 2, 2013, we entered into amendments to the First Lien Credit Agreement and the Second Lien Credit Agreement pursuant to which we issued additional term loans in an aggregate principal amount of $95 million under the First Lien Credit Agreement and additional term loans in an aggregate principal amount of $35 million under the Second Lien Credit Agreement. See note (f) to the pro forma combined financial statements.

The unaudited pro forma combined statements of operations reflect an adjustment for interest expense and the amortization of deferred financing costs on our $468.5 million in borrowings assuming the Acquisition occurred at January 1, 2012. Pro forma interest expense reflects (i) an average weighted interest rate of 6.0% on our indebtedness and (ii) reflects amortization expense of approximately $1.5 million for the nine months ended September 30, 2013 and $1.9 million for the full year 2012 of deferred financing fees associated with our credit facility, utilizing a weighted average maturity of slightly over 7 years.

The borrowings are floating rate at LIBOR plus a specified spread (plus 3.5% for the First Lien Term Loans, plus 3% for the Revolver, and plus 7.5% for the Second Lien Term Loans), with the agreements stipulating a LIBOR floor of 1%. A rise of current interest rate levels to above the 1% floor would be required to increase our interest expense and a reduction in interest rates would have no impact. As of September 30, 2013, we had elected to use three month LIBOR with a rate of 0.25%. A hypothetical 1% increase in interest rates would have increased interest expense by $0.9 million for the pro forma nine months ended September 30, 2013 and by $1.2 million for the pro forma full year 2012.

(d) Seven Hills

(e) Income taxes

Due to our limited history and the history of pre-tax losses generated by the Predecessor, deferred tax benefits were not recorded on the pro forma adjustments.

(f) Debt upsizing

On December 2, 2013, we modified our First Lien Credit Agreement and Second Lien Credit Agreement and increased our borrowings by a total of $130 million with the proceeds distributed as a return of capital to our sponsor, Lone Star.

The pro forma balance sheet reflects the increased debt, net of original issue discount, as follows:


	Incremental Debt		Original Issue Discount			Total
First Lien	$	95,000	($	1,277	)	$	93,723
Second Lien		35,000		(458	)		34,542

Total	$	130,000		(1,735	)	$	128,265

Less Current Portion of Notes Payable							(950	)

Notes payable, long-term portion						$	127,315

Payments made to the lender in the amount of $4.9 million (including original issue discount) and $0.4 million expensed for third party debt issuance costs were assumed to be paid from cash.

The maturity dates for the First Lien Credit Agreement and Second Lien Credit Agreement remained the same. The interest rate spread over LIBOR (with a 1% floor) was increased from plus 3.5% to plus 3.75% for the First Lien Term Loans and from plus 7.5% to plus 7.75% for the Second Lien Term Loans.

For this debt upsizing, the unaudited pro forma combined statements of operations reflect an adjustment for interest expense on the incremental $130 million in borrowings and on the higher interest rate for the entire first and second liens, assuming that the upsizing occurred on January 1, 2012. Incremental pro forma interest expense for the nine months ended September 30, 2013 was $7.0 million and for the full year 2012 was $9.2 million. This results in an average weighted interest rate of 6.2% for total outstanding borrowings.

As with the original issuance, a rise of current interest rate levels to above the 1% floor would be required to increase our interest expense and a reduction in interest rates would have no impact. A hypothetical 1% increase in interest rates on all of our outstanding borrowings after this upsizing would have increased interest expense by $1.1 million for the pro forma nine months ended September 30, 2013 and by $1.4 million for the pro forma full year 2012.

(g) Offering Adjustments

Represents the sale of shares of common stock in this offering at the initial public offering price of $ (the midpoint of the price range set forth on the cover page of this prospectus). The adjustment also reflects the use of $ in net proceeds from the offering to pay down debt with a corresponding adjustment to lower interest expense.

(h) Equity Awards

In conjunction with this offering, we plan to grant approximately stock options to employees. The fair value of stock options was determined using the Black Scholes option pricing model with the following assumptions: (a) a risk free interest rate assumption of 2.15%, based on the U.S. Treasury yield curve in effect on January 2, 2014; (b) a dividend yield of 0% as the Company currently has no plans to pay a dividend; (c) a volatility assumption of 50.34%, based on historical volatilities of comparable publicly traded companies, and (d) an expected life of 6.25 years based on the assumption that the options will be exercised evenly from time of vesting to the expiration date.

The unaudited combined statements of operations reflect compensation expense for this award assuming the awards were granted on January 1, 2012. Pro forma compensation expense of $ has been recognized for the nine months ended September 30, 2013, and $ for the full year 2012. Expense has been recorded based on a vesting period of years.

(i) Adjustment to weighted average shares outstanding

A dividend declared in the latest year is deemed to be in contemplation of this offering with the intention of repayment out of the offering proceeds to the extent the dividend exceeded earnings during the previous twelve months. Due to the Company’s net loss and the distribution of $130 million to our sponsor, Lone Star, the pro forma basic and diluted shares outstanding reflect an adjustment as if this dividend had been paid through issuing shares in the offering. The following calculates the pro forma adjustment for these shares assuming this offering occurred on January 1, 2012.


Distribution to Lone Star	$	130,000
Divided by offering price per share	$
Adjustment for assumed shares to fund the distribution

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with “Selected Historical Financial and Operating Data,” and our financial statements and the related notes beginning on page F-1 of this prospectus.

Until the consummation of the Acquisition, the gypsum division of Lafarge held all of the historical assets and liabilities related to our business and is referred to as the “Predecessor.” We believe it is more meaningful also to present the historical results of operations of the Predecessor. Also included in the discussion below are the unaudited pro forma combined results of operations for the nine months ended September 30, 2013 and September 30, 2012, assuming the Acquisition and the Offering had been completed as of January 1, 2012. The unaudited pro forma combined results of operations are based on our historical unaudited financial statements included elsewhere in this prospectus, adjusted to give pro forma effect to the Acquisition and the Offering, assuming such transactions had been completed as of January 1, 2012. The unaudited pro forma combined results of operations are presented since the historical results for the 2013 year-to-date period are not comparable to the corresponding 2012 period. As discussed in the prospectus, the Acquisition occurred on August 30, 2013, and therefore the 2013 year-to-date historical results are presented separately for the period from January 1, 2013 through August 30, 2013 (Predecessor basis) and the period from July 26, 2013 to September 30, 2013 (Successor basis). Accordingly, it is difficult to make comparisons of the historical results for 2013 to the historical results of 2012. We believe it is a more meaningful and useful discussion to compare the results of operations for the year-to-date periods on a combined pro forma basis. The combined pro forma results presented in the table above and discussed herein are derived from the combined pro forma financial information presented in “Unaudited Pro Forma Combined Financial Information” included in this prospectus.

It should be noted, however, that the historical results for net sales for the period from January 1, 2013 to August 30, 2013, when combined with the historical results for net sales for the period from July 26, 2013 to September 30, 2013, are the same as on a pro forma basis. Accordingly, the following analyzes the Company, the Predecessor, and the pro-forma combined results of operations for the nine months ended September 30, 2013 and September 30, 2012.

Unless otherwise specified, references in this prospectus to “our,” “we,” “us,” the “Company” and “our business” (i) for periods prior to the completion of the Acquisition, refer to the gypsum division of Lafarge, (ii) for periods after completion of the Acquisition but prior to the conversion refer to LSF8 Gypsum Holdings Company, LLC (the entity formed to complete the Acquisition that was converted into Continental Building Products, Inc.) and (iii) for periods after the conversion, refer to Continental Building Products, Inc., in each case together with its consolidated subsidiaries.

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those in “Risk Factors” and included in other portions of this prospectus.

Overview

We are a leading manufacturer of gypsum wallboard and complementary finishing products in the eastern United States and eastern Canada. We operate highly efficient and automated manufacturing facilities that produce a full range of gypsum wallboard products for our diversified customer base. We sell our products in the new residential, R&R and commercial construction markets. We believe our operating efficiencies, favorable plant locations, manufacturing expertise and focus on delivering superior customer service position us to benefit from an anticipated increase in gypsum wallboard demand as the housing market recovers from historic lows.

Recent Developments

Basis of Presentation

The historical consolidated financial statements for the period July 26 to September 30, 2013, which are discussed below, include operating results from the acquired gypsum business of Lafarge, which was acquired on August 30, 2013. Prior to August 30, 2013, the Company had no operating activity. As such, unaudited pro forma combined results of operations are presented because management believes they provide a meaningful comparison of operating results for the nine months ended September 30, 2013, to the operating results for the nine months ended September 30, 2012, with both periods adjusted for the impact of the Acquisition and the offering.

The historical combined financial statements of the Predecessor, which are discussed below, are prepared in accordance with GAAP and are derived from Lafarge’s consolidated financial statements and accounting records using the historical results of operations and assets and liabilities attributed to the gypsum operations, and include allocations of expenses from Lafarge. The historical financial statements and pro forma financial statements are not necessarily indicative of future performance or representative of the amounts that would have been incurred had we been a separate, stand-alone entity that operated independently of Lafarge during the periods prior to the consummation of the Acquisition.

The Predecessor statements of operations include expense allocations for certain corporate functions historically provided by Lafarge. These allocated costs primarily related to corporate administrative expenses, employee-related costs, including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury,

facility and other corporate and infrastructural services. The costs of such services have been allocated based on the most meaningful respective allocation methodologies for the service provided, primarily based on proportionate revenue, proportionate headcount or proportionate direct labor costs compared to Lafarge and/or its subsidiaries. These allocations are reflected in selling and administrative expenses in the Predecessor statements of operations and totaled $5.5 million for the nine months ended September 30, 2012, $4.9 million for the period January 1 to August 30, 2013, and $9.7 million and $7.0 million for the years ended December 31, 2011 and 2012, respectively.

Included in the allocations for the Predecessor are $2.5 million for the nine months ended September 30, 2012, $3.0 million for the period January 1, to August 30, 2013, and $5.3 million and $3.6 million for the years ended December 31, 2011 and 2012, respectively, representing payments to Lafarge for use of the Lafarge brand under the master brand agreements which will not be incurred by us as a public company. We consider these allocations to be a reasonable reflection of the utilization of services provided. The allocations may not, however, reflect the expense that we would have incurred as a stand-alone company. Actual costs that may have been incurred if we had been a stand-alone public company in 2011 and 2012 would depend on a number of factors, including our chosen organizational structure, what functions were outsourced or performed by our employees and strategic decisions made in areas such as information technology systems and infrastructure. We estimate that our annual general and administrative expenses will increase by a range of approximately $4.0 million to $6.0 million in the first year as a stand-alone public company, including service charges by Lafarge and expenses for services not captured by the transitional services agreement. In addition, general and administrative expenses are expected to increase in future periods as a stand-alone public company due to duplication of costs arising from the continued services provided under the transitional service agreement and the development of stand-alone infrastructure. The duplicative costs from the transitional service agreement have not been quantified and are expected to be temporary. See Note 11 to the audited combined financial statements and Note 11 to the unaudited combined financial statements included elsewhere in this prospectus.

Prior to the consummation of the Acquisition, the Predecessor used Lafarge’s centralized processes and systems for cash management, payroll, and purchasing. As a result, substantially all cash received by the Predecessor was deposited in and commingled with Lafarge’s general corporate funds and was not specifically allocated to the business. The net results of these cash transactions between Lafarge and the Predecessor are reflected as net Lafarge investment within equity in the combined balance sheets of the Predecessor included elsewhere in this prospectus. In addition, the net Lafarge investment represents Lafarge’s interest in the recorded net assets of the business and represents the cumulative net investment by Lafarge in the business through the dates presented, inclusive of cumulative operating results.

Due to these and other changes that we anticipate in connection with this offering, the historical financial information included in this prospectus is not necessarily indicative of our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity that operated independently of Lafarge prior to the consummation of the Acquisition.

Our primary reportable segment is wallboard, which accounted for approximately 95% of 2012 net sales. We also operate other business activities, primarily finishing products, which complement our full range of wallboard products. See Note 13 to the audited combined financial statements of the Predecessor included elsewhere in this prospectus.

Corporate Separation Transactions

Our business was operated as a division of Lafarge from 1996 until August 30, 2013, and our assets, liabilities and operating results were included in the consolidated financial statements of Lafarge during that time. As part of the Acquisition, Lafarge transferred to us the assets and liabilities of its gypsum division reflected in the combined financial statements included elsewhere in this prospectus. See “Certain Relationships and Related Party Transactions.”

Our audited and unaudited financial statements included elsewhere in this prospectus, which are discussed below, reflect the historical financial position, results of operations and cash flows of the business that was transferred to us from Lafarge pursuant to the Acquisition.

Recent Events

On December 2, 2013, we modified our First Lien Credit Agreement and Second Lien Credit Agreement and increased our borrowings by a total $130 million and distributed the proceeds as a return of capital to our sponsor, Lone Star. The maturity dates for the First and Second Liens remained the same while the interest rate spreads over the base rate were increased by 0.25 basis points for each loan.

On December 3, 2013, LSF8 Gypsum Holdings Company, LLC, the entity formed to complete the Acquisition, was converted into Continental Building Products, Inc., a Delaware corporation, the company issuing the common stock to be sold in this offering.

Factors Affecting our Results

Our net sales are a function of shipped volume and average net selling price. Traditionally, new housing starts have been the most significant driver of U.S. wallboard demand. Starting in 2007, the wallboard industry suffered a dramatic decrease in demand, coinciding with the significant downturn of the U.S. housing market and the associated credit crisis and global recession. U.S. housing starts fell from a cyclical peak of 2.1 million in 2005 to a low of 554,000 in 2009. Correspondingly, U.S. wallboard consumption declined by more than 50% from 36.2 bsf in 2005 to a low of 17.1 bsf in 2010. Pricing across the industry suffered over this period due to the decline in demand. Industry-wide wallboard capacity contracted during the housing downturn from a peak of approximately 40.5 bsf in 2008 to a low of 33.1 bsf in 2012 as producers shuttered older and less efficient facilities or mothballed unneeded capacity. We believe that the U.S. housing market is in the early stages of a recovery. Housing starts reached 780,600 in 2012, driving U.S. wallboard consumption to 18.9 bsf, and reached an annualized rate of 1.09 million in November 2013. We were able to increase prices in the first quarter of 2012 and again in the first quarter of 2013. We anticipate that improving market conditions in 2014 will drive continued growth in U.S. wallboard demand, higher industry volumes and continuation of a stronger pricing environment.

Paper and synthetic gypsum are our principal wallboard raw materials. Paper constitutes our most significant input cost and the most significant driver of our variable manufacturing costs. Energy costs, consisting of natural gas and electricity, and synthetic gypsum are the other key components of variable manufacturing costs. In total, variable manufacturing costs represented 44% and 46% of our cost of goods sold in 2012 and 2011, respectively. Fixed production costs, primarily labor, maintenance, and depreciation, represented 35% and 33% of cost of goods sold for 2012 and 2011, respectively, while distribution costs represented the remaining 21% of the costs for both 2012 and 2011. For the unaudited pro forma combined statements of operations for the nine months ended September 30, 2013, and nine months ended September 30 2012, as a percentage of costs of goods sold, variable manufacturing costs represented 40% and 38%, respectively, fixed production costs including depreciation represented 39% and 43%, respectively, and distribution costs represented 21% and 19%, respectively.

We currently purchase substantially all of our paperboard liner from Seven Hills, a joint venture between Lafarge and Rock-Tenn. We are the principal customer of the joint venture and Lafarge has passed to us all of the economic benefits and risks associated with this joint venture, including the long-term supply agreement. Lafarge has the ability to deliver a notice of termination for its contract with Seven Hills as early as March 28, 2014. There is a two year notice requirement for termination, so we will have supply from the joint venture until at least March 27, 2016. Under this agreement, the price of paper adjusts based on changes in the underlying costs of production of the paperboard liner, of which the two most significant are recovered waste paper and natural gas. The largest waste paper source used by the operation is old cardboard containers (known as OCC). For our Predecessor financial statements, prior to the Acquisition, we treated the joint venture as a variable interest entity

in which we were not the primary beneficiary and accounted for our investment in the joint venture using the equity method. For our Successor financial statements, we have recorded an asset for the financial interest in Seven Hills at fair value. This asset reflects the economics of the contracts that have been transferred to us while the equity interest in Seven Hills remains with Lafarge. Seven Hills has the capacity to supply us with approximately 75% of our paper needs at our full capacity utilization and all of our needs at current capacity utilization on market-based pricing terms that we consider favorable. Lafarge has the ability to terminate its contract with Seven Hills effective in March of any year, provided that Lafarge provides at least two years advance written notice of such termination. The earliest possible effective date of any such termination is March of 2016. We believe we can also purchase additional paper on the spot market at competitive prices.

We manufacture all of our wallboard products using synthetic gypsum. We purchase almost all of our synthetic gypsum supplies from coal-fired power plants that are easily accessible to our wallboard facilities. To secure our gypsum supplies, we have entered into long-term agreements with major suppliers, with remaining terms (with extensions) ranging from approximately 11 years to 35 years. Our supply contracts provide for a base price with escalation provisions. These contracts are generally structured as “take-or-pay” arrangements, where the sellers are required to supply a specified annual amount of gypsum and we are required to buy a specified annual amount, or else, in either case, pay penalties under the contracts. Our long-term supply agreements fully cover all of our synthetic gypsum needs at current capacity utilization levels, which allows for significant scalability in our wallboard production. In addition, we believe that we would be able to purchase additional synthetic gypsum on the open market to the extent any production increases require it or if market conditions are favorable.

Our manufacturing processes utilize significant amounts of natural gas and electricity. We purchase both natural gas and electricity at spot prices on the open market. We do not currently hedge the cost of our natural gas or electricity purchases, although we have hedged natural gas exposure in the past. We may in the future consider re-implementing a hedging strategy to the extent warranted by market conditions.

Results of Operations


	Predecessor												Successor			Pro Forma
	Year ended December 31,						Nine Months Ended September 30,			January 1 to August 30,			July 26 to September 30,			Combined Nine Months Ended September 30,
	2011			2012			2012			2013			2013			2012			2013
	(in thousands, except for selected operating data)
Net sales	$	252,111		$	311,410		$	223,449		$	252,248		$	35,630		$	223,449		$	287,878
Costs, expenses and other income:
Cost of goods sold		279,638			289,936			213,474			195,338			31,537			237,948			242,975
Selling and administrative:
Direct		23,844			27,194			20,077			19,338			6,200			20,077			25,538
Allocated from or paid to Lafarge		9,745			7,037			5,477			4,945			—			5,477			4,945

Total costs and operating expenses		313,227			324,167			239,028			219,621			37,737			263,502			273,458

Operating income (loss)		(61,116	)		(12,757	)		(15,579	)		32,627			(2,107	)		(40,053	)		14,420
Other income and (expenses):
Other (expense) income, net		303			(87	)		(15	)		(191	)		85			(376	)		(106	)
Interest expense, net		(273	)		(212	)		(150	)		(91	)		(2,364	)

Income (loss) before (losses) earning from equity method investment and income taxes		(61,086	)		(13,056	)		(15,744	)		32,345			(4,386	)
(Losses) earnings on equity method investment		228			(138	)		(156	)		(30	)		—			—			—

Income (loss) from operations before income taxes		(60,858	)		(13,194	)		(15,900	)		32,315			(4,386	)
Income tax benefit (expense)		316			352			65			(130	)		(254	)

Net income (loss)	$	(60,542	)	$	(12,842	)	$	(15,835	)	$	32,185		$	(4,640	)

Selected operating data:

Wallboard sales volume (million square feet)		1,814			1,903			1,366			1,334			195			1,366			1,528
Mill net sales price(1)	$	98		$	124		$	123		$	148		$	144		$	124		$	147

(1)

Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.

Selected Quarterly Data

The following table presents selected quarterly data for the Predecessor period for informational purposes.


	Predecessor
	Three Months Ended March 31, 2013			Three Months Ended June 30, 2013			July 1 2013 to August 30, 2013
	(in thousands, except operating data)
Net sales	$	83,450		$	99,679		$	69,119
Costs of goods sold		65,157			73,991			56,190
Selling and administrative		8,340			8,486			7,457
Operating income		9,953	(1)		17,202	(2)		5,472	(3)
Wallboard sales volume
(million square feet)		438			523			373
Mill net sales price		147			150			148
Depreciation and amortization		6,242			6,248			4,395

(1)

Operating income for the three months ended March 31, 2013 includes $2,858 of pension expense and $1,120 of expense related to the Master Brands Agreement with Lafarge S.A.

(2)

Operating income for the three months ended June 30, 2013 includes $2,817 for pension expense and $1,140 of expense related to the Master Brands Agreement with Lafarge S.A.

(3)

Operating income for the period July 1, 2013 to August 30, 2013 includes $1,961 for pension expense, $744 of expense related to the Master Brands Agreement with Lafarge S.A., lease termination costs of $2,556 for the Newark facility that was closed, and lease termination costs of $1,195 to discontinue the use of our co-generation power plant.

July 26 to September 30, 2013

The Company was formed on July 26, 2013 and had no operating results until the acquisition of the gypsum division of Lafarge on August 30, 2013. The acquisition was accounted for as a business combination, which required the revaluation of the net assets acquired at fair value. Also as part of the Acquisition, we issued approximately $465.0 million of debt. As a result of these factors, the Company’s and the Predecessor’s financial statements are not comparable.

Pro Forma Nine Months Ended September 30, 2013 Compared to Pro Forma Nine Months Ended September 30, 2012

The unaudited pro forma combined results of operations are based on our historical unaudited financial statements included elsewhere in this prospectus, adjusted to give pro forma effect to the Acquisition. The unaudited pro forma combined results of operations are presented because management believes they provide a meaningful comparison of operating results for the nine months ended September 30, 2013, to be compared with operating results for the nine months ended September 30, 2012, assuming the Acquisition had been completed on January 1, 2012.

Pro Forma Net Sales. Pro forma net sales were $287.9 million for the nine months ended September 30, 2013, an increase of 28.8% from $223.4 million for the nine months ended September 30, 2012. The increase was primarily attributable to an 18.5% increase in the average mill-net selling price for gypsum wallboard, which contributed approximately $37.9 million of additional net sales, and an 11.9% increase in gypsum wallboard sales volume, which contributed approximately $25 million of additional net sales. Favorable foreign exchange of $0.6 million and improved sales in our other products contributed to the remaining increase.

Pro Forma Total Costs and Operating Expenses. Pro forma total costs and operating expenses increased by 3.8% to $273.5 million for the nine months ended September 30, 2013 compared to $263.5 million for the nine months ended September 30, 2012. Pro forma cost of goods sold was $243.0 million for the nine months ended September 30, 2013, an increase of 2.1% from $237.9 million in the prior year. Included in 2013 were costs for the termination of our Newark, New Jersey lease of $2.6 million and expenses for the termination of our co-generation power system lease of $3.3 million as compared to 2012 where we accelerated depreciation of $10.1 million for our Newark gypsum wallboard plant and wrote-off spare parts for $1.2 million. Excluding these items, cost of goods sold increased approximately $10.4 million. Higher sales volumes drove most of this increase, with additional freight increasing costs by approximately $7.0 million, higher usages of raw materials driving a $9.8 million increase, partially offset by lower raw material costs of $3.4 million and lower depreciation and amortization of $3.3 million. Foreign exchange contributed to an additional $0.6 million in costs of sales. During this time period, total plant capacity utilization rates increased from the mid 50 percent range for the nine months ended September 30, 2012 to slightly higher than 60 percent, contributing to the reduction in fixed costs per msf wallboard produced.

Pro forma selling and administrative expense increased $4.9 million, up 19.3%, mostly driven by $3.3 million of acquisition closing costs. The remaining increase was comprised of higher fees associated with the master brand agreement and higher professional fees.

Pro Forma Operating (Loss) Income. The pro forma operating income of $14.4 million for the nine months ended September 30, 2013 improved from pro forma operating loss of $40.1 million for the nine months ended September 30, 2012. The improvement was driven by higher prices, improving sales volumes, and lower paperboard liner costs.

Pro Forma Other (Expense) Income, Net. Pro forma other (expense) income, net, was a net expense of $0.1 million for the nine months ended September 30, 2013 compared to $0.4 million in the prior year. The decrease is due to third party debt issuance cost in the amount of $0.4 million recorded in the prior year.

Pro Forma Interest Expense, Net. Pro forma interest expense, net, assumes that the acquisition debt was outstanding and that proceeds from the offering were used to repay debt as of January 1, 2012. Interest expense was relatively stable at $ million for the nine months ended September 30, 2013 as compared to $ million for the nine months ended September 30, 2012.

Pro Forma Income Tax (Expense). Pro forma income tax expense rose slightly to $0.4 million for the nine months ended September 30, 2013 compared to $0.1 million income tax benefit for the nine months ended September 30, 2012. Given the history of pre-tax losses, a valuation allowance was provided on a substantial portion of the deferred tax assets in the United States for both years. This resulted in tax rates substantially different from the U.S. federal statutory rate of 35%.

Pro forma net loss . Pro forma net loss for the nine months ended September 30, 2013 was $ million compared to a pro forma loss of $ million for the nine months ended September 30, 2012. The improved performance was primarily due to higher prices and volumes along with lower costs for paperboard liner.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Net sales. Net sales were $311.4 million for the year ended December 31, 2012, up 23.5% from $252.1 million for the prior year. The increase was primarily attributable to a 26.5% increase in the average mill-net selling price for gypsum wallboard, which contributed approximately $48.5 million of additional net sales, and a 4.9% increase in gypsum wallboard sales volume, which contributed approximately $11.5 million of additional net sales. Favorable foreign exchange of $0.3 million was offset by a decline in sales in our other products.

Total Costs and Operating Expenses. Total costs and operating expenses increased by 3.5% to $324.2 million for the year ended December 31, 2012 compared to $313.2 million in the prior year. Cost of goods sold was $289.9 million for the year ended December 31, 2012, an increase of 3.7% from $279.6 million in the prior year. The increase in cost of goods sold was primarily due to the accelerated depreciation of $10.1 million and write-off of spare parts for $1.2 million associated with the closure of our Newark, New Jersey gypsum wallboard plant. Excluding these costs, cost of goods sold was down 0.3% or by approximately $1.0 million. This decrease was driven by lower natural gas prices and lower paper prices, resulting in $9.8 million lower raw material costs offset by $8.7 million in additional expense for the higher production and shipping volumes. The impact of foreign exchange was minimal. During this time period, total plant capacity utilization rates increased from the mid 50 percent range in 2011 to slightly lower than 60 percent in 2012, helping to improve fixed cost absorption. Selling and administrative expense was up 1.9% to $34.2 million for the year ended December 31, 2012 compared to $33.6 million for the prior year as higher direct costs were offset by lower allocated costs. The increase in direct sales and administrative costs resulted primarily from an increase of pension and post-retiree benefit expenses of $0.9 million, retention bonuses of $0.5 million and higher rental costs of $0.7 million due to increased sales activity in Canada. Allocated costs declined due primarily to lower fees associated with the master brand agreements.

Operating Loss. Operating loss declined to $12.8 million for the year ended December 31, 2012 from a loss of $61.1 million in the prior year. The improvement was driven by higher prices, improving volumes, and lower paper and natural gas costs.

Other (Expense) Income, Net. Other (expense) income, net, declined to a net expense of $0.1 million for the year ended 2012 compared to income of $0.3 million in the prior year. The change comes primarily from gains that were generated from the sale of assets in 2011.

Income Tax Benefit. The income tax benefit remained stable at $0.4 million for the year 2012 compared to $0.3 million in the prior period. Given the history of pre-tax losses, a valuation allowance was provided on a substantial portion of the deferred tax assets in the United States for both years. This resulted in lower effective tax rates of 2.7% for 2012 and 0.5% for 2011 relative to the U.S. federal statutory rate of 35%.

Net Income (Loss). Net loss for the year ended December 31, 2012 was $12.8 million compared with a net loss of $60.5 million for the prior year. The improved performance was primarily due to higher prices and volumes along with lower costs for paper and natural gas.

Liquidity and Capital Resources

Historically, our primary source of liquidity was cash from operations and borrowings or advances from Lafarge. Our business used Lafarge’s centralized processes and systems for cash management, payroll and purchasing. As a result, all cash received by the business was deposited in and commingled with Lafarge’s general corporate funds and was not specifically allocated to the business. The combined financial statements for the periods prior to the consummation of the Acquisition therefore reflect a cash sweep or contribution at the end of the relevant fiscal periods and no retained cash balances.

After the completion of this offering, we expect our primary sources of liquidity will be cash on hand and cash from operations and borrowings under the debt financing arrangements that we entered into in connection with the Acquisition. We believe these sources will be sufficient to fund our planned operations and capital expenditures.

The following table sets forth a summary of the net cash provided by (used in) operating, investing and financing activities for the Company for the period July 26 to August 30, 2013 and for the Predecessor activities for the period January 1, 2013 to August 30, 2013, nine months ended September 30, 2012, and for the years ended December 31, 2012 and 2011:


	Successor			Predecessor
	July 26 to September 30,			January 1 to August 30,			Nine months ended September 30,			Year ended December 31,
	2013			2013			2012			2012			2011
	(unaudited)			(unaudited)
							(in thousands)
Net cash provided by (used in) operating activities	$	1,988		$	22,472		$	2,898		$	16,398		$	(36,938	)
Net cash used in investing activities		(700,125	)		(2,020	)		(1,549	)		(4,440	)		(3,971	)
Net cash (used in) provided by financing activities		714,911			(20,452	)		(1,349	)		(11,958	)		40,909
Effect of foreign exchange rates		(14	)		—			—			—			—

Net increase (decrease) in cash		16,760		$	—		$	—		$	—		$	—

Net Cash Provided by (used in) Operating Activities

Net cash provided by operating activities was $2.0 million for the period July 26, 2013 to September 30, 2013 for the Company. Net cash provided by operating activities under the Predecessor was $22.5 million for the period from January 1, 2013 through August 30, 2013, up from $2.9 million for the nine months ended September 30, 2012. This improvement was primarily due to net income being generated in 2013 versus a loss in 2012.

Net cash provided by operating activities was $16.4 million for the year ended December 31, 2012 compared with net cash used in operating activities of $36.9 million for the prior year. The improvement was primarily due to a significantly smaller net loss, which decreased to $12.8 million in 2012 relative to a net loss of $60.5 million in 2011. Higher net sales in the later part of 2012 did result in an increase in receivables, but this was partially offset by an increase in accounts payable as we optimized payment terms.

Net Cash (Used In) Investing Activities

Net cash used in investing activities was $700.1 million for the period July 26, 2013 to September 30, 2013. This reflects the net cash paid to acquire the gypsum division of Lafarge on August 30, 2013. Net cash used in investing activities under the Predecessor was $2.0 million for period from January 1, 2013 through August 30, 2013, as compared to $1.5 million for the nine months ended September 30, 2012. The increase resulted from more capital expenditures between the two periods.

Net cash used in investing activities for the year ended December 31, 2012 was $4.4 million compared with $4.0 million in the prior year. The increase was primarily related to lower proceeds from the sale of assets in 2012 as compared to the prior period.

Net Cash (Used In) Provided by Financing Activities

Net cash provided by financing activities was $714.9 million for the period July 26, 2013 to September 30, 2013 and primarily reflects the net proceeds received to fund the acquisition of the gypsum division of Lafarge. Lone Star contributed $265.0 million in equity to the Company. Proceeds from the issuance of long-term debt under the First and Second Lien Credit Agreements totaled $436.7 million, net of original issuance discount, along with a net $28.5 million draw under the Revolver. The financing resulted in the payment of debt issuance costs of $15.3 million. Net cash used in financing activities under the Predecessor was $20.5 million for January 1, 2013 to August 30, 2013, up from $1.3 million for the nine months ended September 30, 2012, representing distributions to Lafarge in both periods. The increase in distributions to Lafarge was due to improved operating cash flows.

Net cash used in financing activities was $12.0 million for the year ended December 31, 2012 compared with net cash provided by financing activities of $40.9 million for the prior year period. The change reflects a net capital distribution to Lafarge in 2012 as operating cash flows improved relative to a net capital contribution from Lafarge in 2011.

Capital Expenditures

We have made significant capital investments in our facilities since 2000 and we believe that our facilities are among the newest and most efficient plants in North America. Our investment in the second line at Silver Grove and the renovation at Buchanan provided additional low cost capacity, significantly improved plant performance and a strong base for new product introduction. Having completed these significant investments prior to 2011, we expect capital expenditures to remain modest in the short to medium term.

All of our capital expenditures have been for sustaining purposes in the periods presented. Very limited capital expenditures were made in the period July 26, 2013 to August 30, 2013. In the predecessor periods, capital expenditures were $2.5 million from January 1, 2013 to August 30, 2013 and were $2.1 million for the nine months ended September 30, 2012, along with full year capital expenditures in 2012 and 2011 of $5.2 million and $5.9 million, respectively.

Credit Facilities

First Lien Credit Agreement

On August 30, 2013, we and our subsidiary OpCo entered into a first lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent. On December 2, 2013, we and OpCo entered into an amendment to the first lien credit agreement. We refer to the first lien credit agreement as amended by such amendment as the First Lien Credit Agreement. The First Lien Credit Agreement provides OpCo a term loan facility, or the First Lien Term Loans, of $415.0 million, a U.S. dollar revolving loan facility, or USD Revolver, of $40.0 million and a Canadian dollar and/or U.S. dollar revolving facility, or CAD Revolver, which, together with the USD Revolver, we refer to as the Revolver, of $10.0 million, which may be borrowed by OpCo or by its subsidiary, Continental Building Products Canada Inc., or CBP Canada, in Canadian dollars or U.S. dollars.

Rates of interest on amounts borrowed under the First Lien Credit Agreement are based on, at our option, either the USD London Interbank Offer Rate, or LIBOR (in the case of borrowings denominated in U.S. dollars), the Canadian Dealer Offered Rate, or CDOR (in the case of borrowings denominated in Canadian dollars), or an alternate base rate, as applicable to the borrowing, plus an applicable margin rate, in each case. The margin rate is equal to 3.75% with respect to LIBOR First Lien Term Loans borrowings, 2.75% with respect to alternate base rate First Lien Term Loans borrowings, 3.00% with respect to LIBOR or CDOR Revolver borrowings, or 2.00% with respect to alternate base rate Revolver borrowings. The margin applicable to each borrowing may be reduced by 0.25% if OpCo achieves certain credit ratings by Moody’s and S&P. After the consummation of this offering and for as long thereafter as our capital stock remains publicly traded, the margin applicable to each borrowing may be further reduced by 0.50% if OpCo achieves certain credit ratings by Moody’s and S&P or achieves a total leverage ratio less than a specified ratio. As of September 30, 2013, the weighted average effective interest rate for the First Lien Term Loans was 5.1%.

Under the terms of the First Lien Credit Agreement, OpCo is required to repay the First Lien Term Loans in 27 consecutive quarterly installments of $1,037,500, beginning on December 31, 2013, and a final installment on August 28, 2020 in an amount equal to the aggregate principal amount of all First Lien Term Loans under the First Lien Credit Agreement outstanding on such date.

As of September 30, 2013, $28.5 million in revolving loans were outstanding under the USD Revolver, no revolving loans were outstanding under the CAD Revolver and there was $320.0 million in outstanding First Lien Term Loans. As of September 30, 2013, OpCo’s undrawn borrowing availability under the USD Revolver was $9.2 million, and OpCo’s undrawn borrowing availability under the CAD Revolver was CAD$10.0 million. As of December 31, 2013, there were no borrowings under the revolvers and $414.0 million was outstanding under the First Lien Term Loan. The First Lien Credit Agreement contains restrictive covenants, which require OpCo and its restricted subsidiaries to maintain a specific total leverage ratio, or Financial Covenant, and contains certain restrictions on us, OpCo and its restricted subsidiaries with respect to indebtedness and guarantees, liens, acquisitions, consolidations and mergers, changes of control, sales of certain assets, dividends and other distributions, loans and advances, optional payments and modifications of junior debt instruments, affiliate transactions, sales and leasebacks, negative pledge clauses, restrictions on restricted subsidiary distributions, lines of business, our activities and modifications of agreements. The Financial Covenant is in effect if, on the last day of a fiscal quarter, the amount of outstanding Revolver usage (including the face amount of any letters of credit issued under the First Lien Credit Agreement) exceeds 25% of the aggregate commitments under the Revolver at such time. When in effect, the Financial Covenant in the First Lien Credit Agreement requires OpCo and its restricted subsidiaries to maintain, at the end of each fiscal quarter, a total ratio of consolidated total debt to consolidated EBITDA for the previous 12-month period, as each such term is defined by the First Lien Credit Agreement, equal to or less than a level that varies over the term of the First Lien Credit Agreement from 6.75 to 1.00 to 5.00 to 1.00.

OpCo’s payment obligations under the First Lien Credit Agreement are guaranteed by us and certain of OpCo’s wholly-owned restricted subsidiaries, or Subsidiary Guarantors, as defined by the First Lien Credit

Agreement. In addition, CBP Canada is a co-borrower with respect to the CAD Revolver and is jointly liable on OpCo’s payment obligations with respect to the CAD Revolver.

OpCo’s and CBP Canada’s payment obligations under the First Lien Credit Agreement and our guarantee obligations and the guarantee obligations of the Subsidiary Guarantors are secured by a first priority lien on substantially all of our assets and the assets of OpCo, and certain of OpCo’s wholly-owned restricted subsidiaries, as defined by the First Lien Credit Agreement. In addition, OpCo’s payment obligations under the First Lien Credit Agreement are supported by a first priority pledge of all of OpCo’s equity interest in certain wholly-owned restricted subsidiaries, as defined by the First Lien Credit Agreement, and by a first priority pledge by us, of all of the equity interests we own in OpCo.

Second Lien Credit Agreement

On August 30, 2013, we and OpCo entered into a second lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent. On December 2, 2013, we and OpCo entered into an amendment to the second lien credit agreement. We refer to the second lien credit agreement as amended by such amendment as the Second Lien Credit Agreement. The Second Lien Credit Agreement provides OpCo a term loan facility, or the Second Lien Term Loans, of $155.0 million.

Rates of interest on amounts borrowed under the Second Lien Credit Agreement are based on, at OpCo’s option, either the LIBOR or an alternate base rate, plus an applicable margin rate, in each case. The margin rate is equal to 7.75% with respect to LIBOR Second Lien Term Loans borrowings and 6.75% with respect to alternate base rate Second Lien Term Loans borrowings. The margin applicable to each borrowing may be reduced by 0.25% if OpCo achieves certain credit ratings by Moody’s and S&P. After the consummation of this offering and for as long thereafter as our capital stock remains publicly traded, the margin applicable to each borrowing may be further reduced by 0.50% if OpCo achieves certain credit ratings by Moody’s and S&P or achieves a total leverage ratio less than a specified ratio. As of September 30, 2013, the weighted average effective interest rate for the Second Lien Term Loans was 9.4%.

Under the terms of the Second Lien Credit Agreement, OpCo is required to repay the aggregate principal amount of all loans under the Second Lien Credit Agreement outstanding on February 26, 2021.

As of December 31, 2013, there were $155.0 million in outstanding Second Lien Term Loans. The Second Lien Credit Agreement contains restrictive covenants, which contain certain restrictions on us, OpCo and its restricted subsidiaries with respect to indebtedness and guarantees, liens, acquisitions, consolidations and mergers, changes of control, sales of certain assets, dividends and other distributions, loans and advances, optional payments and modifications of junior debt instruments, affiliate transactions, sales and leasebacks, negative pledge clauses, restrictions on restricted subsidiary distributions, lines of business, our activities and modifications of agreements.

OpCo’s payment obligations under the Second Lien Credit Agreement are guaranteed by us and the Subsidiary Guarantors.

OpCo’s payment obligations under the Second Lien Credit Agreement and our guarantee obligations and the guarantee obligations of the Subsidiary Guarantors are secured by a second priority lien on substantially all of our assets and the assets of OpCo, and certain of OpCo’s wholly-owned restricted subsidiaries, as defined by the Second Lien Credit Agreement. In addition OpCo’s payment obligations under the Second Lien Credit Agreement are supported by a second priority pledge of all of OpCo’s equity interest in certain wholly-owned restricted subsidiaries, as defined by the Second Lien Credit Agreement, and by a second priority pledge by us, of all of the equity interests we own in OpCo.

Contractual Obligations and Other Long-Term Liabilities

The following table summarizes our significant contractual obligations as of September 30, 2013:


	Payment Due by Period
	Total		Remaining 2013		2014-2015		2016-2017		Thereafter
	(in thousands)
Operating Leases(1)	$	2,086	$	460	$	1,537	$	77	$	12
Purchase Commitments
Synthetic Gypsum(2)		160,136		4,920		38,471		35,181		81,564
Paper(3)		32,391		3,239		25,913		3,239		—
Natural Gas		2,097		252		1,845		—		—
Long-term debt(4)		468,500		800		6,400		6,400		454,900
Interest on indebtedness(4)		195,994		7,055		55,918		55,887		77,134

Total Commitments	$	861,204	$	16,726	$	130,084	$	100,784	$	613,610

(1)

Operating lease payments reflect the minimum payments over the non-cancelable lease terms of the associated lease.

(2)

Reflects estimated minimum payments for synthetic gypsum over the contract terms, including transport.

(3)

We purchase paper under a long-term contract that specifies a two-year termination notice requirement from the anniversary date of the contract. Rock-Tenn has the option to require us to purchase paper for up to an additional two years subsequent to termination. The table reflects the estimated minimum payments due as of September 30, 2013, assuming a notice of cancellation was delivered on that date and no exercise by Rock-Tenn of its option.

(4)

See Note 9 to our unaudited condensed consolidated financial statements as of September 30, 2013, for additional information regarding debt and related matters. Interest on indebtedness is calculated based on interest rates in effect at September 30, 2013.

A purchase commitment is an enforceable and legally binding agreement to purchase goods or services that specifies significant terms, including: fixed or minimum quantities to be purchased, minimum or variable price provisions and approximate timing of the transaction. Our primary purchase obligations are for our two principal raw materials, synthetic gypsum and paper. The purchase obligation amounts in the table above are based on the minimum quantities to be purchased at estimated prices to be paid based on current market conditions. Accordingly, the actual amounts due may vary significantly from the estimates included in the table.

In connection with the Acquisition, we entered into certain debt financing transactions as described above under “Credit Facilities.”

Off-Balance Sheet Arrangements

With the exception of letters of credit of approximately $2.3 million at September 30, 2013, we have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates, and commodity price risk associated with our input costs. With the exception of commodity purchases of natural gas for the years ended 2011 and 2012, we did not use derivative instruments.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt, and cash and cash equivalents. As of September 30, 2013, we had $16.8 million in cash and cash equivalents. The interest expense associated with First and Second Lien Term Loans and any loans under the Revolver will vary with market rates.

Our exposure to market risk for changes in interest rates related to our outstanding debt is somewhat mitigated as the First and Second Lien Term Loans and the Revolver have a LIBOR floor of 1%. A rise of current interest rate levels to above the 1% floor would be required to increase our interest expense and a reduction in interest rates would have no impact on our interest expense. As of September 30, 2013, we had elected to use three month LIBOR with a rate of 0.25%. A hypothetical 1% increase in interest rates would have increased interest expense by $1.2 million for the pro forma full year 2012 and by $0.9 million for the pro forma nine months ended September 30, 2013.

The return on our cash equivalents balance was less than one percent. Therefore, although investment interest rates may continue to decrease in the future, the corresponding impact to our interest income, and likewise to our income and cash flow, would not be material.

Foreign Currency Risk

Approximately 12% of our sales in 2012 and 10% of our sales in 2011 were in Canada. As a result, we are exposed to movements in foreign exchange rates between the U.S. dollar and Canadian dollar. We estimate that a 1% change in the exchange rate between the U.S. and Canadian currencies would impact net sales by approximately $0.3 million based on 2012 results. This may differ from actual results depending on the level of sales volumes in Canada. During 2011 and 2012 and the nine months ended September 30, 2013, we did not use foreign currency hedges to manage this risk.

Commodity Price Risk

Some of our key production inputs, such as paper and natural gas, are commodities whose prices are determined by the market’s supply and demand for such products. Price fluctuations on our key input costs have a significant effect on our financial performance. The markets for most of these commodities are cyclical and are affected by factors such as global economic conditions, changes in or disruptions to industry production capacity, changes in inventory levels and other factors beyond our control. For natural gas, we had a fixed price instrument during 2011 that expired in 2012. We have not managed the natural gas price risk with derivative instruments since the expiration of this contract in 2012. Other than the natural gas contract described above we did not manage commodity price risk with derivative instruments. We may in the future enter into derivative financial instruments from time to time to manage our exposure related to these market risks.

Seasonality

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 2 to the Predecessor audited combined financial statements included elsewhere in this prospectus. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results may differ to some extent

from the estimates on which our combined financial statements have been prepared at any point in time. We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on the financial statements.

Impairment or Disposal of Long-Lived Assets

We evaluate the recoverability of our long-lived assets in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification 360 Property, Plant and Equipment , or ASC 360. ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for its products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.

Determination as to whether and how much an asset is impaired involves significant management judgment involving highly uncertain matters, including estimating the future success of sales volumes, future selling prices and costs, alternative uses for the assets, and estimated proceeds from disposal of the assets. However, the impairment reviews and calculations are based on estimates and assumptions that take into account our business plans and long-term investment decisions.

We record impairment charges for assets that we permanently close if their fair value is less than their carrying value. In 2012, we closed our Newark wallboard plant and as a result, recorded an $11.3 million charge in the Predecessor financial statements related to accelerated depreciation and write-offs of spare parts and other assets.

Goodwill and Intangible Assets

The goodwill reflected in the Predecessor financial statements relates to specific transactions executed by Lafarge to acquire our business. Additional goodwill was allocated to that business based on the Lafarge S.A. buyout of the Lafarge minority interest in 2006, with the amount allocated based on the relative fair value of our business as compared to Lafarge as a whole at that time. The goodwill reflected in the Successor financial statements at September 30, 2013 relates to the acquisition of the gypsum operations from Lafarge on August 30, 2013.

Goodwill represents the excess of costs over the fair value of identifiable assets of businesses acquired. We value goodwill and intangible assets in accordance with Financial Accounting Standards Board Accounting Standards Codification 350, Goodwill and Other Intangible Assets , or ASC 350. ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise). Intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or whenever events or circumstances indicate an impairment may have occurred. In the Predecessor financial statements, trademarks totaling $0.3 million have been deemed as having indefinite lives. There are no indefinite lived intangible assets in the Successor financial statements. Intangible assets that are deemed to have definite lives are amortized over their useful lives.

At December 31, 2012 and 2011, the Predecessor had $94.4 million of goodwill, all of which was associated with the wallboard reporting unit, which is the same as that reported in “Segment Reporting” in Note 13 to the audited combined financial statements of the Predecessor. At September 30, 2013, we had $116.2 million of goodwill, which resulted from the acquisition of the gypsum operations from Lafarge. All goodwill is associated with our wallboard reporting unit. On an annual basis, we will measure the fair value of our wallboard reporting

unit using a discounted cash flow approach that estimates the projected future cash flows to be generated by the reporting unit, using a discount rate reflecting the weighted average cost of capital for a potential market participant. We begin our annual goodwill impairment test on the first day of our fiscal fourth quarter. Differences in assumptions used in projecting future cash flows and cost of funds could have a significant impact on the determination of fair value.

Projections are based on forecasts developed internally by management for use in managing the business. These projections include significant assumptions such as estimates of future revenues, profits, working capital requirements, operating plans and capital expenditures. Our forecasts are driven by consensus industry estimates of key economic indicators that affect our operating results, most notably new residential construction, light commercial construction, and repair and remodel activity. These economic indicators are then used to estimate future production volumes, selling prices and key input costs for our manufactured products. Our forecasts also take into consideration recent sales data and planned timing of capital projects.

A growth rate is used to calculate the terminal value in the discounted cash flow model and is the expected rate at which earnings or revenue is projected to grow beyond the forecasted period. The future cash flows are discounted at a rate that is consistent with a weighted average cost of capital for a potential market participant.

Based on the results of the first step of the goodwill impairment test, we determined that the fair value of our wallboard reporting unit substantially exceeded the carrying amount as of October 1, 2012 and 2011 and, therefore, no goodwill impairment existed. As a result, the second step of the goodwill impairment test was not required to be completed. The goodwill impairment test for 2013 has not yet been completed. We considered whether there is any material uncertainty regarding goodwill impairment and concluded there is not. Our conclusion principally considered that we operate as one primary reporting unit, and there is considerable evidence that the fair value of the Company is likely in excess of its book value, as supported by the expected offering price of our stock. As a result, although we have not completed our annual goodwill impairment test, we do not believe there is any material uncertainty associated with goodwill.

Acquisition Accounting

The Company’s acquisition of the gypsum business of Lafarge North America Inc. was accounted for in accordance with Accounting Standards Codification (ASC) 805, Business Combinations. Pursuant to ASC 805, the assets acquired and liabilities assumed are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Significant judgment is required in estimating the fair value of certain assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. The most significant assets acquired are property, plant and equipment and intangible assets. We determine the fair value of property, plant and equipment using the following methods: acquired buildings using the cost approach considering a variety of factors, including replacement cost; land based on comparisons to similar assets that have been recently marketed for sale or sold; and machinery and equipment using a cost approach. We use an income approach to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuation reflect a consideration of the marketplace, and include the amount and timing of future cash flows and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events or circumstances may occur which could affect the accuracy or validity of the estimates and assumptions.

Income Taxes

The provision for income taxes in the Predecessor financial statements is calculated as if the business completed a separate tax return apart from Lafarge, although its business was included in Lafarge’s U.S. federal and state income tax returns and non-U.S. (Canada) jurisdiction tax returns. Deferred tax assets and liabilities are

recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates. Tax attributes generated by the business are treated as transactions between the business and Lafarge. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized, which can occur when cumulative losses are recorded over several periods.

Effective upon the closing of the Acquisition, we were no longer part of the consolidated tax filings of Lafarge. Unused net operating loss carryforwards, representing $111.0 million at December 31, 2012, will remain with Lafarge and will not be available to offset taxable income that might be generated by us in the future.

Since the formation of the Company on July 26, 2013, our annual tax rate is based on our income, statutory tax regulations and rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions.

Tax law requires items to be included in our tax returns at different times than when the items are reflected in the financial statements. As a result, the annual tax expense reflected in the consolidated statement of operations is different than that which will be reported in the tax returns. Some of these differences are permanent, such as expenses recorded for accounting purposes that are not deductible in the returns, and some differences are temporary and reverse over time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial statements. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts we believe are more likely than not to be recovered. In evaluating the amount of any such valuation allowance, the company considers the reversal of existing temporary differences, the existence of taxable income in prior carry back years, available tax planning strategies and estimates of future taxable income for each of its taxable jurisdictions. The latter two factors involve the exercise of significant judgment. As of September 30, 2013, due to our limited history, the history of pre-tax losses generated by the Predecessor and an overall evaluation of the negative and positive evidence that existed at that time, we have recognized a full valuation allowance against deferred tax assets.

We determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in the financial statements. A tax position is measured as the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority (that has full knowledge of all relevant information). We may be required to change our provision for income taxes when the ultimate deductibility of certain items is challenged or agreed to by taxing authorities, when estimates used in determining valuation allowances on deferred tax assets significantly change, or when receipt of new information indicates the need for adjustment in valuation allowances. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur.

Recent Accounting Pronouncements

In May 2011, the FASB issued guidance in ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in GAAP and IFRS which updates the definition of fair value and measurement criteria to bring them into agreement with IFRS’s (which are also changed to agree with GAAP). The guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. This guidance did not have a significant impact on our financial statements other than providing the required disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment . This ASU permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. This ASU will be effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, which for us will be the year ending December 31, 2013. We do not expect the adoption of this update will have a material impact on our combined financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . This ASU amends existing guidance by requiring companies to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income in the same reporting period. For amounts which are not to be reclassified in their entirety to net income in the same reporting period, companies will be required to cross reference other disclosures that provide information about those amounts. The provisions of ASU 2013-02 are effective for annual periods beginning after December 15, 2012. We are currently evaluating the impact that this ASU will have on our combined financial statements.

JOBS Act

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

BUSINESS

Our Company

We are a leading, high margin manufacturer of gypsum wallboard and complementary finishing products. Our manufacturing facilities and sales efforts are concentrated in the eastern United States and eastern Canada. Gypsum wallboard is a primary building material used in new residential and commercial construction and R&R. We estimate that in 2012 our market share in the United States east of the Mississippi River, a market which accounted for more than 55% of total U.S. wallboard demand, was approximately 17%, and our share is significantly higher in many of the major metropolitan areas within a shipping radius of 300 miles of our facilities, which include New York, Chicago, Philadelphia, Washington, Miami, Boston, Detroit, Tampa, Baltimore, Pittsburgh, Orlando, Cincinnati, Cleveland, Columbus, Indianapolis, Nashville, Providence, Jacksonville, Louisville, Hartford and Rochester. For the fiscal year ended December 31, 2012, we had net sales of $311.4 million (of which $38.8 million were in Canada), net loss of $12.8 million and Adjusted EBITDA of $41.0 million. For the nine months ended September 30, 2013, we had pro forma combined net sales of $287.9 million (of which $34.4 million were in Canada), pro forma combined net loss of $ million and Adjusted EBITDA of $73.2 million, which represented an increase of 172% in Adjusted EBITDA compared to the nine months ended September 30, 2012, each on a pro forma basis. See “Prospectus Summary—Summary Historical and Unaudited Pro Forma Combined Financial Information” for how we define and calculate Adjusted EBITDA as a non-GAAP measure, a reconciliation thereof to net income and a description of why we believe this measure is important.

The following map shows the location of our facilities.

LOGO

protection against mold and mildew; and our Weather Defense ^® line of moisture and mold-resistant exterior sheathing. To complement our wallboard business and to better serve our customers, we also operate a finishing products business that manufactures a comprehensive line of joint compounds at our plant in Silver Grove (Kentucky) and our joint compound plant in Chambly (Quebec). We provide superior customer service by developing new products based on customer needs, consistently delivering high quality finished product and providing orders accurately with fast delivery times.

We sell our products in the new residential, R&R and commercial construction markets. Traditionally, the new residential construction market has been the most significant contributor to wallboard industry demand. It has also been the most volatile. During the recent economic downturn, new residential construction contracted sharply. As the broader economy and the housing market continue to recover, we expect significant growth in our net sales to come from increased new residential construction demand. The R&R construction market currently represents the largest wallboard market. R&R activity was also affected by the recent recession but has recovered more quickly than new construction markets. We believe that R&R construction will remain an important source of demand as existing U.S. housing stock ages and properties that were foreclosed during the downturn are rehabilitated. The commercial construction market encompasses areas such as office, retail, healthcare, hospitality and government building projects.

The recent economic and housing market downturns have been challenging for the gypsum wallboard industry. During this downturn, we have focused on reducing our cost base and improving the efficiency of our operations. For example, from 2007 to 2012, we were able to achieve a 15% reduction in selling, general and administrative related headcount, while net sales decreased by only 9%. We also closed two of our older and less efficient plants, resulting in significant fixed cost savings and rationalization of our capacity. We believe this disciplined approach to costs along with our significant investments in developing and upgrading our manufacturing facilities since 2000 will position us to benefit from a continuing recovery in the residential housing market.

The Acquisition

Lafarge founded its U.S. wallboard business in 1996 when it acquired two manufacturing facilities, including our Buchanan plant, from Georgia-Pacific. During the period from 2000 to 2010, Lafarge expanded its geographic footprint through acquisitions and the greenfield development of our Palatka and Silver Grove plants. During this period, Lafarge pursued a strategy of servicing customers from newer and more efficient plants by shuttering less efficient plants, investing in new facilities and modernizing existing facilities. These efforts culminated with the upgrade of the Buchanan plant in 2006 and the opening of the second production line at the Silver Grove plant in 2007, which we believe made the facility the largest in North America. These investments transformed Lafarge’s gypsum division from a regional player in the northeast to a leading competitor across the eastern United States.

On August 30, 2013, Lone Star acquired substantially all of the assets comprising Lafarge’s North American gypsum business for a purchase price of approximately $700.1 million and the assumption of certain liabilities pursuant to the terms of the Asset Purchase Agreement.

The Asset Purchase Agreement contains customary representations, warranties and covenants. Pursuant to the Asset Purchase Agreement, we are indemnified by Lafarge, subject to specified exceptions, for losses arising from, among other things:

•

breaches by Lafarge of its representations, warranties, covenants and agreements contained in the Asset Purchase Agreement;

•

losses with respect to certain assets and liabilities related to Lafarge’s North American gypsum business that we did not assume in connection with the Acquisition; and

•

tax liabilities for periods prior to the closing of the Acquisition.

Subject to certain exceptions, claims for indemnification under the Asset Purchase Agreement must in the aggregate exceed $7 million, after which Lafarge is required to indemnify us for all indemnifiable losses in excess of $3.5 million. Subject to certain exceptions, total indemnification payments by Lafarge may not exceed $105 million. Most claims for indemnification must be made by December 1, 2014, although claims for certain environmental matters may be made until August 30, 2016, claims for taxes with respect to pre-closing periods may be made until 60 days after the expiration of the applicable statute of limitations, claims with respect to breaches of covenants may be made until the applicable covenant is fully performed, and claims with respect to certain representations, including those relating to broker or finder fees and commissions, may be made indefinitely.

The Acquisition was financed through an equity investment from Lone Star of $265 million and borrowings of $465 million under our secured credit facilities, comprised of a $320 million First Lien Term Loan, a $120 million Second Lien Term Loan and $25 million under the Revolver.

Pursuant to the Asset Purchase Agreement, on the closing date of the Acquisition, we and Lafarge entered into a transition services agreement under which Lafarge agreed to provide us with certain administrative transition services through the period ending on February 28, 2015.

The following diagram summarizes our ownership and corporate structure as of January 10, 2014 and as expected to be in place following the offering:

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Post-offering only.

Our Industry

Industry Overview

The North American gypsum wallboard industry is the largest in the world, with the world’s highest per capita consumption rate. Gypsum wallboard is a low cost, widely used building product for interior and exterior walls and ceilings in residential and commercial structures. It is highly regarded for its ease and speed of application and its superior performance in providing comfort, fire resistance and thermal and sound insulation. The primary raw material, gypsum, can be either natural or synthetic. Natural gypsum is a mineral mined in select areas throughout North America. Synthetic gypsum is sourced primarily via flue gas desulfurization within coal-fired power plants. According to the Gypsum Association, use of synthetic gypsum has increased from 5% of total wallboard production in 1995 to 45% in 2010. We currently use exclusively synthetic gypsum in our manufacturing process.

Correspondingly, U.S. wallboard consumption declined by more than 50% from 36.2 billion square feet, or bsf, in 2005 to a low of 17.1 bsf in 2010. Pricing across the industry suffered over this period due to the decline in demand.

The following chart shows historical U.S. wallboard consumption and U.S. housing starts.

LOGO

Industry-wide wallboard capacity contracted during the housing market downturn from a peak of approximately 40.5 bsf in 2008 to a low of 33.1 bsf in 2012, as producers shuttered older and less efficient facilities or mothballed unneeded production capacity. The following chart shows industry-wide wallboard capacity and utilization rates.

LOGO

Source: Based on data compiled by the Gypsum Association.

The graph below shows long-term U.S. housing starts.

LOGO


Housing Starts	Units (000)		November Annualized		Unit Difference			Percentage Difference
Peak ⁽¹⁾		2,357		1,091		1,266			116	%
Long-Term Average ⁽²⁾		1,457		1,091		366			34	%
Average Cyclical Low ⁽³⁾		1,131		1,091		40			4	%
Trough ⁽⁴⁾		554		1,091		(537	)		(49	)%

Source: U.S. Census Bureau.

Note: November 2013 data is seasonally adjusted and annualized.

(1)

Peak occurred in 1972.

(2)

Average housing starts from 1959 through seasonally adjusted annualized November 2013.

(3)

Taken as the average of the 1960, 1966, 1975, 1982 and 1991 housing starts.

(4)

Trough occurred in 2009.

According to the Joint Center for Housing Studies of Harvard University, housing demand is expected to show long-term growth due to the following positive trends, which are incremental to growth from a housing market recovery:

•

Demographics: favorable household creation rates due to immigration (foreign-born homeowners generated $16 billion in home improvement spending in 2011, an increase of 37% since 2001), aging of the “echo-boom” generation into young adulthood and social trends such as single-parent households;

•

Renovation needs: U.S. housing stock is aging (the median age of rental units was 39 years in 2011, approximately 16 years above the median in 1985), which should drive R&R work;

•

Rehabilitation of foreclosed homes: more than a million distressed properties came back onto the housing market in 2011, adding almost $10 billion to home improvement expenditures for the year; and

•

Potential growth in commercial buildings as the broader economy recovers from the global recession.

We also expect continued recovery in the repair and remodel market and improvement in the commercial construction market. The RMI is based on a quarterly survey of about 2,000 residential remodelers nationwide and measures current market demand for remodeling as compared to three months prior as well as projected future market demand for remodeling, based on calls for bids, committed work for the next three months, backlog of remodeling projects and other factors. Results are seasonally adjusted. An increase in the RMI indicates that residential remodelers view remodeling conditions as more positive than in the previous quarter. The RMI has increased 160% since the trough in the fourth quarter in 2008 to October 2013. Additionally, according to data from McGraw Hill Construction, commercial construction square footage levels for 2012 are still near trough levels and 43% lower than the average of 1.3 billion square feet since 1990. Commercial construction square footage is expected to grow at a compounded annual growth rate of 17% from 2013 to 2016.


Quarterly Residential Remodeling Index			Yearly Commercial Construction Square Footage
(RMI Index Scale)			(millions of Square Feet)


Source: National Association of Homebuilders.			Source: McGraw Hill Construction.

Competitive Landscape


	Building Permits				Growth
Continental BP Key MSA’s (all data in thousands)	YTD 2012		YTD 2013		YTD
Atlanta		9.5		16.3		72.2	%
Chicago		5.3		7.0		30.5
Cincinnati		2.4		3.1		31.3
Columbus		4.4		5.6		27.6
Fort Myers		1.4		2.1		46.5
Indianapolis		3.3		4.9		49.6
Jacksonville		4.4		5.0		14.9
Louisville		2.3		2.4		7.3
Miami		8.6		13.7		60.3
Nashville		5.5		7.4		34.1
New York City / Northern New Jersey / Long Island		17.3		25.4		46.3
Orlando		6.2		11.1		78.9
Philadelphia		6.2		7.5		22.0
Southern Michigan(1)		3.9		5.4		38.0
Tampa		6.2		8.8		41.4

Total for all Continental BP key MSAs		86.8		125.7		44.8	%
Total for United States		533.5		651.7		22.1
Total for United States ex Continental BP key MSAs		446.8		526.0		17.7

Source: U.S. Census Bureau.

Note: Year-to-date data is through August.

(1)

Southern Michigan includes Detroit, Grand Rapids, and Lansing MSA’s.

Manufacturing Process

Gypsum wallboard is manufactured by mixing finely ground, partially dehydrated, or calcinated, gypsum with water and forming the resulting slurry between two layers of continuous paperboard liner. It is allowed to harden briefly before being dried and cut to specification. The process is tightly controlled to achieve uniformity and desired board characteristics. Additives can be introduced to the slurry at the beginning of the process to give the resulting board enhanced properties. For instance, wax can be added for water resistance or fungicides added to defend against mold. Additives are also used to control the manufacturing process and to counteract impurities occurring in the gypsum.

Natural Versus Synthetic Gypsum

Wallboard can be produced using gypsum that is either naturally quarried or mined or that is produced synthetically principally through a process known as flue gas desulfurization, or FGD. The FGD process typically takes place in scrubbing towers in coal-fired power plants, where sulfur dioxide flue gases are brought into contact with an aqueous suspension of powdered limestone. The resulting gypsum crystals are separated out from the suspension as a moist, fine crystalline powder and oxidized to be used as gypsum without further processing.

Synthetic gypsum has several advantages for wallboard manufacturing. Natural rock gypsum is typically less pure and less consistent than synthetic gypsum, which can lead to instability in the manufacturing process. To counteract impurities, additional process control additives are often used, which increases the cost to manufacture wallboard made with natural gypsum. Additionally, because synthetic gypsum is produced as a powder, it does not need to be crushed like natural gypsum, which reduces the cost of production.

Our Strengths

Leadership Positions in Attractive Geographic Markets

We estimate that in 2012 our market share in the United States east of the Mississippi River, a market which accounted for more than 55% of total U.S. wallboard demand, was approximately 17%. Importantly, our share is significantly higher in many of our primary metropolitan markets, including markets located in Florida, Georgia, the New York tri-state area, Michigan and Kentucky.

Strong Margin Profile and Cash Flow Generation

We believe our strong margins and cash flow generation are attributable to our highly efficient, low cost manufacturing plants, attractive location of those plants relative to our customers and our sources of raw materials and management’s continuous focus on maximizing operating efficiencies. Our net sales have grown from $223.4 million for the nine months ended September 30, 2012 to $287.9 million for the nine months ended September 30, 2013, each on a pro forma basis. For the same periods, our Adjusted EBITDA grew from $26.9 million to $73.2 million, and our net loss improved from a loss of $ million to a loss of $ million, each on a pro forma basis. See “Prospectus Summary—Summary Historical and Unaudited Pro Forma Combined Financial Information” for how we define and calculate Adjusted EBITDA as a non-GAAP measure, a reconciliation thereof to net income and a description of why we believe this measure is important.

For the nine months ended September 30, 2013, we generated an Adjusted EBITDA margin of 25.4%, representing an increase of 13.4 percentage points compared to the nine months ended September 30, 2012, each on a pro forma basis. Our operational excellence and rigorous focus on cost reduction between 2007 and 2012 has resulted in a fundamentally improved cost structure, which has led to our Adjusted EBITDA margins being among the highest margins in the building products industry as a whole. We have lower costs today because we rationalized older, higher cost facilities and structurally reduced our selling, general and administrative headcount. Further, our new and modern facilities lower costs through greater fuel efficiency and faster lines speeds. We believe that our Adjusted EBITDA margins will continue to improve as the demand for gypsum wallboard grows and we capitalize on our significant operating leverage. We have announced a 20% price increase to our customers beginning in January 2014, and most wallboard manufacturers in the United States have also announced price increases for 2014. We believe these factors along with capital expenditures that were less than 1% of net sales for the nine months ended September 30, 2013, will allow us to generate significant cash flow going forward.

Scalable Low-Cost Production

approximately 64% in the nine months ended September 30, 2013. Due to these recent investments and our cost efficient capacity, we expect to scale production to meet increasing demand with only a modest level of incremental capital expenditures.

Strategically Situated Plants Near Both Our Primary Markets and Raw Materials

Our wallboard facilities are located in close proximity to major metropolitan areas in the eastern United States and eastern Canada, lowering both our inbound and outbound transportation costs and facilitating timely delivery to our customers. Each of our facilities allow us to offer same-day delivery service to many of our key metropolitan markets. We believe our Buchanan plant is one of only two wallboard manufacturing facilities that can provide same day delivery service to customers in the New York City tri-state area.

Full Range of High-Quality Wallboard Products

We offer a full range of gypsum wallboard products, which are available with a variety of value-added enhancements for specific applications, such as moisture and mold resistance. We believe that our broad product range makes us an attractive supplier to our customers. Certain customers and markets have also favored the use of synthetic gypsum products, which we manufacture, versus natural gypsum products for the additional benefit of receiving LEED ratings to support environmentally responsible initiatives.

Track Record of High-Quality Customer Service to Our Diverse Customer Base

our products through several different channels and to a broad group of customers, including gypsum wallboard distributors, buying groups, wholesalers and mass merchants. Our largest customer represented 15% and 12% of our net sales in 2012 and 2011, respectively, and no other customer represented more than 10% of sales.

Our Strategy

Capitalize on Growth Opportunities Related to the Construction Recovery

Utilize Our Significant Operating Leverage to Deliver Strong Cash Flows

One of our primary objectives is maximizing growth in cash flows. As a result of more than $550 million of investments we have made in our facilities and our ongoing rigorous cost management, we expect to experience limited incremental fixed costs as our production increases. We currently have significant additional capacity at our plants, which were operating at a 58% utilization rate in 2012 and a 64% utilization rate in the nine months ended September 30, 2013. As the residential and commercial construction markets improve, we intend to capitalize on our operating leverage to expand our margins and cash flows. Our past investments enable us to maintain a high level of operating productivity with only a modest level of capital expenditures, which represented only one percent of sales during the nine months ended September 30, 2013, a level we believe to be indicative of our capital needs over the medium-term.

Maintain Strong Commitment to Operational Excellence

Our management is committed to maintaining excellence throughout our operations, both on the manufacturing side and in customer-facing functions. Over the last decade we have transformed our asset base and built three highly automated, high capacity wallboard facilities that we believe are among the most modern and efficient in North America. As a result, we have one of the lowest cost bases in the industry and significant available capacity. Our management is constantly measuring our performance to improve our operational excellence based on various metrics throughout the organization, including on-time customer delivery, sales force productivity, product quality and back office reliability targets.

Evaluate Strategic Opportunities

Our Manufacturing Facilities

Wallboard

Our wallboard manufacturing facilities have an average capacity age of approximately 10 years. We believe that our wallboard facilities are some of the largest and most modern in North America, resulting in productivity levels amongst the highest in the industry. Our facilities operate at production speeds that are significantly faster than the industry average. Each of our facilities is able to produce a full range of our wallboard products. In 2012, our utilization rate across all of our wallboard facilities was approximately 58%. Each of our wallboard manufacturing facilities is subject to a mortgage under the First Lien and Second Lien Credit Agreements.

Silver Grove

Our Silver Grove facility is located on the Ohio River in the township of Silver Grove, Kentucky, just outside of Cincinnati. We began operations at Silver Grove in 2000, with the opening of our first high speed wallboard line, and expanded in 2007 when a second high speed wallboard line was opened. The design capacity for Silver Grove is 1.7 bsf per year, which we believe makes it the largest wallboard facility in North America. The facility is serviced by its own rail spur, enabling it to ship products by railcar and truck. We receive deliveries of synthetic gypsum at Silver Grove on barges from power plants located on the Ohio River, which we offload from a purpose-built dock adjacent to the manufacturing facility.

Palatka

Our Palatka facility is located approximately 50 miles southwest of Jacksonville, Florida, near the I-95 corridor. It was opened in 2001 and was designed to be largely identical to the first Silver Grove line. The design capacity of the Palatka facility is 900 million square feet, or mmsf, per year. The facility is located immediately adjacent to the Seminole Electric power plant, which supplies Palatka with synthetic gypsum directly by conveyor belt.

Buchanan

The Buchanan facility was originally built in the late 1960s. It was acquired by Lafarge in 1996. In 2006, $90 million was invested in the facility to modernize it and double its capacity to 650 mmsf per year. In 2010, a further $32 million was invested into the facility to convert it for synthetic gypsum use. The facility is located on the Hudson River, approximately 40 miles north of Manhattan. This close proximity to New York City provides for efficient delivery to the largest metropolitan wallboard market in the United States. We believe that Buchanan is one of only two wallboard manufacturing facilities that can provide same-day delivery service to customers in the New York City tri-state area. Buchanan receives deliveries of synthetic gypsum by barge from East Coast power plants.

Finishing Products

We operate two joint compound plants as part of our finishing products business.

Chambly

We acquired the Chambly plant, which is located approximately 20 miles outside of Montreal, in 1999. Since 2007, over $3 million has been invested in upgrading the plant, allowing us to manufacture a full range of

joint compounds with a high degree of automation. Chambly has a design capacity of 1.3 million large (3.5/4.5 gallon) and 1.5 million small (1 gallon) joint compound units per year. We carry out new product development and production optimization research in our development laboratory located onsite.

Silver Grove

We opened the Silver Grove joint compound plant within our Silver Grove wallboard facility in January 2009. We invested $16 million in the construction of the plant and believe that it is one of the most automated joint compound plants in the industry. This high level of automation results in low manpower requirements, allowing us to minimize production costs. Locating the plant within our wallboard facility allows us to top-load joint compound on top of wallboard orders, improving our delivery options for customers. The Silver Grove plant has an annual capacity of 4 million large (3.5/4.5 gallon) joint compound units.

Our Products

We offer a full range of gypsum wallboard products, which are available with a variety of value-added enhancements for specific applications, such as moisture and mold resistance. We believe that our broad product range makes us an attractive supplier to our customers. Certain customers and markets have also favored the use of synthetic gypsum products, which we manufacture, versus natural gypsum products for the additional benefit of receiving LEED ratings to support environmentally responsible initiatives.

Our wallboard product offerings include:


Product		Key Characteristics
LiftLite ^®		Formulated to be up to approximately 20% lighter than standard ¹ / ₂ ” board, making it easier to lift, carry and install

Firecheck ^®		Family of products designed for enhanced fire resistance

Mold Defense ^®		Family of products designed for enhanced mold and mildew resistance

Shaftliner Drywall Products		Family of fire-resistant gypsum wallboard for use in lining elevator shafts, ventilation shafts and stairwells, for area separation walls in residential housing and for other interior building applications requiring fire resistance

Weather Defense ^® Platinum Sheathing		Moisture and mold-resistant exterior wall sheathing designed to be covered by an exterior-finishing cladding

Protecta ^®		Family of abuse-resistant gypsum wallboard guarding against surface abrasion, indentation, mold and mildew

Our complementary line of finishing products includes:


Product		Key Characteristics
Rapid Coat ^® Lightweight		All-purpose joint compound that provides easy workability with a quick-drying, two-step application

Rapid Coat ^® Mid Weight		Professional-grade, all-purpose joint compound that provides higher durability and lower shrinkage

Rapid Coat ^® All Purpose		Professional-grade, all-purpose joint compound that provides superior durability and maximum bond

Rapid Coat ^® Low Dust		Specially formulated to reduce airborne dust generated during sanding

Raw Materials and Inputs

Synthetic Gypsum

Synthetic gypsum is one of the primary raw materials used to manufacture our wallboard products. We purchase all of our synthetic gypsum supplies from coal-fired power plants with operations near, or easily accessible to, our wallboard facilities. To secure our supplies, we have entered into long-term agreements with major suppliers, with remaining terms (with extensions) ranging from approximately 11 years to 35 years. Our supply contracts provide for a base price with escalation provisions. These contracts are structured as “take-or-pay” arrangements, where the sellers are required to supply a specified annual amount of gypsum and we are required to buy a specified annual amount, or else, in either case, pay penalties under the contracts. These synthetic gypsum suppliers are required to provide us with amounts in excess of our current requirements, which allows for significant scalability in our wallboard production. Our Silver Grove and Buchanan plants have sufficient supply under contract to operate at our full design capacity, while our Palatka facility requires a small amount of additional supply at full capacity. We believe that we would be able to purchase additional synthetic gypsum on the open market to the extent any production increases require it, or if market conditions are favorable.

Paperboard Liner

The Seven Hills joint venture between Rock-Tenn and Lafarge provides us with a reliable source of high-quality paperboard liner required for consistent wallboard production. Through Lafarge, we have a long-term supply agreement that fulfills all of our current paper requirements and has the capacity to provide substantial additional supply as we increase production. Seven Hills has the capacity to supply us with approximately 75% of our paper needs at our full capacity, and some additional capacity can be added with a modest additional investment. Lafarge has the ability to deliver a notice of termination for its contract with Seven Hills as early as March 28, 2014. There is a two year notice requirement for termination, so we will have supply from the joint venture until at least March 27, 2016. We believe that we could also purchase additional paper on the spot market in the event of supply disruptions or additional demand.

Natural Gas and Electricity

Our manufacturing processes utilize significant amounts of natural gas and electricity. We purchase both natural gas and electricity on the open market. We do not currently hedge the cost of our natural gas or electricity purchases, although we have hedged natural gas exposure in the past. We may in the future consider re-implementing a hedging strategy to the extent warranted by market conditions.

Other Inputs

Other manufacturing inputs include additives we use in manufacturing our wallboard products. We purchase these inputs through a mix of open market purchases and supply contracts.

Marketing, Sales and Distribution

Our marketing and sales strategy consists of targeted direct sales efforts to existing and potential customers using an experienced sales force. We operate a single centralized customer-service call center. We also have a centralized logistics team for all of our operations that manages freight, storage and other distribution-related tasks.

As is customary in the industry, we do not enter into long-term agreements with our customers. To encourage our customers to order our products and to increase their loyalty, we offer incentive programs, which provide for customer rebates that are triggered when specified sales volumes or net sales are reached.

We generally bear the cost of delivering our finished products to our customers. We deliver by truck and, in the case of our Silver Grove and Palatka plants, by truck and rail. At each of our facilities, we have one or two carriers under contract that provide the majority of our shipping services.

Customers

We sell our wallboard and finishing products to a diverse group of customers in the construction industry. Our customers are intermediary sellers, such as wallboard distributors, buying groups, wholesalers, home improvement centers and other retailers, who in turn sell our products to end users. Our largest customer is Lowe’s, which accounted for approximately 15% of our net sales in 2012 and 12% of our net sales in 2011. No other customer accounted for more than 10% of our net sales in 2012 or 2011.

Competition

The market for our wallboard and finishing products is highly competitive. We believe the key competitive factors in the market include:

•

Price;

•

Service;

•

Product quality; and

•

Product range.

There are six gypsum wallboard manufacturers in the United States that we compete with: USG, National Gypsum, Georgia-Pacific, CertainTeed, Eagle Materials, and Pabco Gypsum. Competition in the industry occurs on a regional basis, due to the substitutable nature of the products and the relatively high cost of transporting raw materials and finished wallboard products. As a result, we compete with different sets of these manufacturers in each of the markets we serve. A number of our competitors are larger than us and may have greater resources or lower costs of capital than we do.

Employees

We had approximately 470 employees as of September 30, 2013. Our employees at our Buchanan wallboard facility, representing approximately 16% of our workforce, are unionized. Our current collective bargaining agreement with our unionized employees at our Buchanan facility expires on November 30, 2014. Our remaining employees are non-union. We believe our relationships with both our union and non-union employees are good.

Properties

We own the real property on which each of our manufacturing facilities and joint compounds finishing products businesses are located. The address of our corporate headquarters is currently 12018 Sunrise Valley Drive, Reston, Virginia, in approximately 23,000 square feet of subleased office space.

We believe that our existing properties are adequate for our current requirements and our operations in the foreseeable future.

Intellectual Property

We maintain many trademarks for our wallboard and finishing products, including, among others, LiftLite ^® , Firecheck ^® , Mold Defense ^® and Rapid Coat ^® . We also rely on patents and trade secret law to protect some of our manufacturing processes.

Environmental Matters

Our wallboard and finishing products businesses are subject to numerous federal, state and local laws and regulations pertaining to health, safety and the environment. Some of these laws, such as the federal Clean Air Act and the federal Clean Water Act (and analogous state laws), impose environmental permitting obligations and govern the nature and amount of emissions that may be generated. Some laws, such as the Federal Superfund law (and analogous state laws), impose obligations to clean up or remediate spills of hazardous materials into the environment. Some laws, such as the federal Resource Conservation and Recovery Act, or RCRA, (and analogous state laws), impose obligations on us with respect to the management of waste products. None of our operations is the subject of any material local, state or federal environmental proceedings or inquiries. We do not, and have not, used asbestos in any of our products.

In June 2010, following a December 2008 coal ash spill from a surface impoundment in Kingston, Tennessee, the EPA proposed two alternative regulations that would address the storage and disposal of all CCBs, including synthetic gypsum. One of the proposed regulations would regulate the transportation, storage and disposal of CCBs as “special” waste under subtitle C of RCRA, which regulates hazardous waste, except when they are “beneficially used.” The EPA has stated that synthetic gypsum used in wallboard is considered a “beneficial use,” but the proposed regulation does not specifically address the regulatory status of synthetic gypsum prior to its incorporation into wallboard or at the time such wallboard ultimately is disposed. The second proposal would also allow beneficial use of synthetic gypsum and would regulate CCBs bound for disposal as “solid” waste under subtitle D of RCRA, which regulates non-hazardous wastes. The EPA has emphasized that it does not wish to discourage the beneficial use of CCBs under either of its two proposals. The comment period on the EPA’s proposed rules ended on November 19, 2010 and the EPA is continuing to review comments before issuing its final rules. If the EPA adopts a final regulation that affects the use, storage or disposal of synthetic gypsum, it could have a material adverse effect on our results of operations, financial position or cash flows. See “Risk Factors—We are subject to environmental and safety laws and regulations and these laws and regulations may change. These laws and regulations could cause us to make modifications to how we manufacture and price our products. They could also require that we make significant capital investments or otherwise increase our costs or result in liabilities to us.”

The U.S. Congress and several states are considering proposed legislation to reduce emission of “greenhouse gases,” including carbon dioxide and methane. Some states have already adopted greenhouse gas regulation or legislation. In 2009, the EPA issued its findings that certain greenhouse gases, including carbon dioxide, endanger the public health and welfare. In 2010, the EPA adopted rules to phase in requirements for all new or modified “stationary sources” that emit 100,000 tons of greenhouse gases per year, or modified sources that increase emissions by 75,000 tons per year, to annually obtain permits demonstrating that they are incorporating the “best available control technology” to minimize greenhouse gas emissions. These rules would affect future modifications or expansions of all our U.S. wallboard plants and the paper mill operated as a joint venture with Rock-Tenn, which produce greenhouse gases. The rules are subject to pending legal challenges that have been filed by certain interested parties, including states, industry groups and environmental organizations, in the U.S. federal courts. If these rules withstand challenge, they could require that we incur significant costs to satisfy permitting requirements in the event of future plant modifications or expansions. In addition, enactment of

new climate control legislation or other regulatory initiatives by the U.S. Congress or various states, or the adoption of additional regulations by the EPA and analogous state or Canadian governmental agencies that restrict emissions of greenhouse gases in areas in which we conduct business, could have a material adverse effect on our operations and demand for our services or products. Our manufacturing processes for wallboard use a significant amount of energy, especially natural gas. Increased regulation of energy use to address the possible emission of greenhouse gases and climate change could materially increase our manufacturing costs. From time to time, legislation has been introduced proposing a “carbon tax” on energy use or establishing a so-called “cap and trade” system. Such legislation would almost certainly increase the cost of energy used in our manufacturing processes. See “Risk Factors—We are subject to environmental and safety laws and regulations and these laws and regulations may change. These laws and regulations could cause us to make modifications to how we manufacture and price our products. They could also require that we make significant capital investments or otherwise increase our costs or result in liabilities to us.”

Legal Proceedings

We have been from time to time, and may in the future become, party to litigation or other legal proceedings that we consider to be part of the ordinary course of our business. We are not currently involved in any legal proceedings that could be reasonably expected to have a material adverse effect on our business or our results of operations. We may become involved in material legal proceedings in the future. See Note 10 to the audited combined financial statements included elsewhere in this prospectus.

MANAGEMENT

The following table sets forth certain information regarding our director nominees and executive officers as of the date of this prospectus.


Name	Age		Position
Isaac Preston		53	Chief Executive Officer and President, Director Nominee
James Bachmann		45	Chief Financial Officer
Dennis Romps		46	Senior Vice President, Corporate Controller
Timothy Power		53	Senior Vice President, General Counsel and Secretary
Isabelle Shiffrin		43	Vice President of Human Resources
Debbie Master		50	Vice President of Manufacturing
Bradley P. Boggess		41	Director
Edward Bosowski		59	Director Nominee
Samuel D. Loughlin		41	Director Nominee
Michael O. Moore		63	Director Nominee
Chadwick S. Suss		37	Director Nominee
Jack Sweeny		67	Director Nominee
Kyle S. Volluz		45	Director Nominee
Grant Wilbeck		32	Director Nominee

Executive Officers

Isaac Preston —Mr. Preston has served as our President and Chief Executive Officer since August 2013. Prior to becoming our Chief Executive Officer in connection with the Acquisition, Mr. Preston served in senior management roles with Lafarge. From June 2002 through August 2013, Mr. Preston was President of the gypsum division, and from December 2006 to August 2013 he also served as Co-President of Lafarge. Mr. Preston has over 25 years of experience in the building materials industry. Prior to joining Lafarge, he served as Vice President of Strategy for James Hardie Industries.

As our President and Chief Executive Officer, Mr. Preston brings a deep understanding of our business, industry, operations and strategic plan to the board of directors. Mr. Preston also has extensive institutional knowledge gained through his more than 16 years of experience with the Lafarge NA and Lafarge SA gypsum divisions, prior to the Acquisition. In addition, Mr. Preston’s other senior leadership and building materials experience will enable him to provide valuable insight and guidance to the board on our industry as a whole. Mr. Preston’s board service will also provide a direct and open channel of communication between the board and senior management.

James Bachmann —Mr. Bachmann became our Chief Financial Officer on January 1, 2014 and previously served as Chief Financial Officer of Lafarge USA and co-Chief Financial Officer of Lafarge North America Inc. from November 2012 through December 31, 2013. He served as Senior Vice President Finance – Investor Relations of Lafarge SA from January 2008 through October 2012, Senior Vice President and Controller of Lafarge North America Inc. from November 2005 to June 2006, Vice President Finance – Aggregates, Concrete, and Asphalt Division of Lafarge North America Inc. from February 2004 to November 2005, Vice President Controller of the Gypsum Division of Lafarge North America Inc. from May 2002 to February 2004, and worked at Arthur Andersen from September 1990 to April 2002. Mr. Bachmann received a BSBA from Georgetown University.

Dennis Romps —Mr. Romps became our Senior Vice President, Corporate Controller in January 2014. He previously served as our Chief Financial Officer from August 2013 to December 2013, as Co-Chief Financial Officer of Lafarge from December 2006 through August 2013, as Vice President of Finance and IT of the gypsum division of Lafarge from January 2012 through August 2013, as Vice President of Finance and Supply

Chain of the gypsum division of Lafarge from January 2011 through December 2011 and as Vice President of Finance of the gypsum division of Lafarge from 2005 through December 2010. Mr. Romps received a B.A. from Michigan State University and an M.B.A. from Kellogg – Northwestern University. He is a Certified Public Accountant.

Timothy Power —Mr. Power became our Senior Vice President, General Counsel and Secretary in August 2013. He previously served as Vice President and Associate General Counsel of Lafarge from April 2005 through August 2013, and as Assistant General Counsel of Lafarge from September 1999 through April 2005. He received a B.A. and a J.D. from Vanderbilt University. He is a member of the New York and District of Columbia bars.

Isabelle Shiffrin —Ms. Shiffrin became our Vice President of Human Resources in August 2013. She previously served as Vice President of Human Resources for the gypsum division of Lafarge from January 2012 through August 2013, as Vice President of Marketing and Strategy from November 2009 through December 2011 and as Director of National Accounts from July 2006 through 2009. She received a B.A. from the University of Provence, France, and an M.B.A. from Georgetown University.

Deborah Master —Ms. Master became our Vice President of Manufacturing in August 2013. She previously served as Vice President Manufacturing for the gypsum division of Lafarge from October 2010 through August 2013, and as Plant Manager of the Palatka plant from 2007 through October 2010. Previously she served as start up manager for the Buchanan plant expansion, and prior to that she was assistant plant manager at the Silver Grove and Palatka plants. She currently serves in a dual role as Plant Manager of the Palatka plant, in addition to her role as Vice President of Manufacturing. Ms. Master received a B.A. in accounting from St. Joseph’s University.

Directors

Bradley P. Boggess —Mr. Boggess has been a member of our board of directors since August 2013. Mr. Boggess has been a Director of Hudson Americas, LLC, an affiliate of ours and Lone Star since June 2011. His responsibilities include identifying investment opportunities, managing acquisition processes, and driving portfolio company performance. Mr. Boggess’s asset management responsibilities include Lone Star’s operating companies that include grocery, restaurants, and building products. Prior to joining Hudson Americas, Mr. Boggess worked as a turnaround and restructuring advisor with AlixPartners, a leading management consulting and turnaround services firm, from May 2007 to June 2011. Mr. Boggess is a former Armor Officer in the United States Army. Mr. Boggess is also a member of the board of directors of Southeastern Grocers LLC and Caliber Home Loans, Inc. Mr. Boggess also served as a member of the Board of Directors of Del Frisco’s Restaurant Group, Inc. from December 2012 to December 2013.

Mr. Boggess’s background as a management consultant, turnaround advisor and private equity executive in a wide range of industries allows him to assist the board in understanding and addressing the wide variety of issues it faces. His responsibilities for Lone Star’s companies, including our company, also provide Mr. Boggess with a deep working knowledge of our business and operations.

Director Nominees

Edward Bosowski —Mr. Bosowski will become a director upon the listing of our common stock. Mr. Bosowski worked for USG Corporation (USG), the largest manufacturer and distributor of gypsum wallboard in the United States, for over 30 years. His final position at USG was Executive Vice President, Chief Strategy Officer, and President and CEO of USG’s international subsidiary, positions he held from 2006 to 2008. From 2001 to 2006, his responsibilities included being a member of the Office of the President for USG Corporation and several direct reporting relationships, including USG’s distribution subsidiary, its international subsidiary and various staff functions. From 1996 to 2001, he served as Executive Vice President of Sales and

Marketing for the domestic gypsum business and became President and CEO of the North American Gypsum Business Unit. After joining USG in 1976, Mr. Bosowski held various positions and leadership roles in several operations and staff functions, including finance, marketing, supply chain, information technology, research and development, engineering, technical services, and business development.

Mr. Bosowski brings a significant level of industry experience to the board, developed during his more than 30 years in the gypsum industry. His extensive expertise and broad leadership roles in the North American gypsum industry will provide valuable insight and guidance.

Samuel D. Loughlin —Mr. Loughlin will become a director upon the listing of our common stock. Mr. Loughlin is currently a Senior Managing Director of Lone Star U.S. Acquisitions, LLC, an affiliate of ours and Lone Star, where he focuses on originations initiatives. Previously, from 2008 to 2011, he served in various capacities at Hudson Americas, LLC, an affiliate of ours and Lone Star, with responsibility for its retail and restaurant operating companies, in addition to leading teams in special originations initiatives. Mr. Loughlin joined Hudson Americas in 2008 and focused on asset management, origination and monetization strategies of a number of assets. Mr. Loughlin has more than 14 years of finance and legal experience, including mergers and acquisitions, financing, private equity investment, originations and asset management transactions. Prior to joining Hudson Americas, Mr. Loughlin was a Partner of CCG Venture Partners, a private equity firm with real estate, operating company and securities holdings, where he was responsible for legal oversight, deal structuring, asset evaluation, acquisitions and sales. Previously, Mr. Loughlin was an attorney in the Business and Corporate Securities Group at Vinson & Elkins LLP, where he supported clients in venture capital and mezzanine financing transactions, private and public securities offerings, mergers and acquisitions, management buyouts and debt financing transactions. Mr. Loughlin also served as chairman of the board of directors of Del Frisco’s Restaurant Group, Inc. from July 2012 through December 2013.

Mr. Loughlin has significant experience with the strategic, financial and operational requirements facing companies in the retail and related industries, allowing him to guide the board in analyzing, shaping, and overseeing our execution of important operational and policy issues. His responsibilities for Lone Star’s retail companies, including our company, and his service on our Advisory Board also provide Mr. Loughlin with a working knowledge of our business and operations that will be important to the development of the board following the completion of this offering.

Michael O. Moore —Mr. Moore will become a director upon the listing of our common stock. Mr. Moore currently serves as Executive Vice President, Chief Financial Officer and Assistant Secretary of Ruby Tuesday, Inc., a national owner, operator or franchisor of casual dining restaurants, a position he has held since April 2012. Prior to joining Ruby Tuesday, Mr. Moore was employed with Sun Capital Partners as Executive Vice President and Chief Financial Officer of Pamida Stores from February 2009 to March 2012 and as Interim Chief Financial Officer of Kellwood, Inc. from November 2008 to February 2009. Prior to his tenure with Sun Capital Partners, Mr. Moore served as Executive Vice President and Chief Financial Officer of Advanced Auto Parts from December 2005 to February 2008. Additionally, prior to December 2005, among other positions, Mr. Moore served as Executive Vice President and Chief Financial Officer of The Cato Corporation and as Senior Vice President and Chief Financial Officer of Bloomingdales.

Mr. Moore brings a significant level of financial and accounting expertise to the Board developed during his more than 30 year career. Mr. Moore’s wealth of public company experience provides valuable insight regarding public company reporting matters, as well as insight into management’s day-to-day duties and responsibilities.

Chadwick S. Suss — Mr. Suss will become a director upon the listing of our common stock. Mr. Suss has been a Vice President of Hudson Americas, LLC, an affiliate of ours and Lone Star since August 2013. His responsibilities include identifying investment opportunities, managing acquisition processes, driving portfolio company performance and working on investment exits. Mr. Suss’s asset management responsibilities include the grocery and building products businesses of Lone Star’s operating companies. Prior to joining Hudson

Americas, Mr. Suss worked as a turnaround and restructuring advisor with AlixPartners from March 2009 to July 2013. Prior to AlixPartners, Mr. Suss held investment banking roles at J.P. Morgan and A.G. Edwards as well as corporate finance positions at S.C. Johnson.

Mr. Suss brings broad financial and operational expertise to the board of directors developed through roles in management consulting, investment banking and corporate finance across a variety of industries. Mr. Suss’s background and expertise allow him to help the board identify, understand and address a wide variety of issues.

Jack Sweeny —Mr. Sweeny will become a director upon the listing of our common stock. Mr. Sweeny worked for Temple-Inland, Inc., a leading building products company, for 40 years. His final position at Temple-Inland was Group Vice President of Temple-Inland, a position he held from 2002 to 2010. Prior to becoming Group Vice President, Mr. Sweeny served as Vice President of Forest Operations from 1995 to 2002 and as Vice President of Operations from 1984 to 1995. After joining Temple-Inland in 1970, Mr. Sweeny held various positions and leadership roles at the company, including managing its marketing department. Mr. Sweeny is a member of the board of directors of First Bank & Trust East Texas.

Mr. Sweeny brings broad industry expertise to the board of directors developed during his 40 years in the building products industry, including experience with all aspects of the gypsum wallboard manufacturing process. His experience will provide valuable insight and guidance to the board on the building products industry as a whole.

Kyle S. Volluz —Mr. Volluz will become a director upon the listing of our common stock. Mr. Volluz has been a Director with Hudson Americas, LLC, an affiliate of ours and Lone Star, since 2010, with responsibility for the management of the Legal Department. In such capacity, Mr. Volluz oversees all legal issues impacting operating companies that are affiliates of Lone Star within North America, as well as other corporate investments for which Hudson Americas provides asset management services in North America. In particular, Mr. Volluz has been actively involved in the negotiation and closing of several lending transactions, acquisitions, and asset sales for us and other Lone Star portfolio companies since joining Hudson Americas in 2009. Prior to joining Hudson Americas, Mr. Volluz was Senior Vice President and Director of Legal Services for Goldman Sachs Specialty Lending Group, an affiliate of Goldman, Sachs & Co., a position he held from 2005 to 2009. Previously, Mr. Volluz was an attorney with Baker Botts LLP and Thompson & Knight LLP, where he supported clients in various types of commercial banking transactions, mergers and acquisitions, private and public securities offerings, and debt financing transactions. Mr. Volluz is a member of the board of directors of Caliber Home Loans, Inc.

Mr. Volluz’s knowledge of our company allows him to bring a well-informed perspective to the board of directors regarding our operations and the associated legal risks. His extensive experience with capital market transactions, both involving our company and other affiliates of Lone Star Fund, also allows him to make valuable contributions with respect to our capital structure and financing and investing activities. His legal background also provides valuable insight to the board regarding issues we may face.

Grant Wilbeck —Mr. Wilbeck will become a director upon the listing of our common stock. Mr. Wilbeck has served as Managing Director of Lone Star U.S. Acquisitions, LLC, an affiliate of ours and Lone Star, since 2013, where he focuses on origination and underwriting activities related to corporate private equity and debt investments. Previously, from 2007 to 2013, he served in various capacities at Hudson Americas, LLC, an affiliate of ours and Lone Star, with asset management responsibility across all retail and restaurant operating companies focusing on operational performance, capital structure and acquisition opportunities. Prior to joining Hudson Americas, LLC, Mr. Wilbeck was at APS Financial Corp. where he was a research analyst focused on distressed debt and special situations. Mr. Wilbeck is a member of the board of directors of Caliber Home Loans, Inc.

Mr. Wilbeck brings broad expertise in financial management to the board of directors. His extensive experience in the financial markets also allows him to make valuable contributions with respect to our capital structure and financing and investing activities.

There are no family relationships among any of our directors or executive officers.

Director Compensation

Historically, we have not paid any compensation to our non-employee directors for their services as directors. However, we intend to pay compensation to independent directors following the completion of this offering. We expect to pay an annual retainer of $50,000 per year to each independent director for his or her services, with an additional $ annual fee for service as the chairman of the board or as chairperson of a committee of the board. In addition, we expect to pay our independent directors a fee of $1,500 for each meeting attended in person and $1,500 for each meeting attended telephonically. We also expect independent directors to receive an annual equity grant. Such cash fees are expected to be paid quarterly in arrears.

Board of Directors

Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The members of each class will serve for a three-year term. As a result, one-third of our board of directors will be elected each year, and will be class I directors, up for election in 2015, will be class II directors, up for election in 2016, and will be class III directors, up for election in 2017. See “Description of our Capital Stock—Provisions of Our Certificate of Incorporation and Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect—Classified Board of Directors.”

Before the completion of this offering, our board of directors will establish an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will operate pursuant to a charter that will be adopted by our board of directors. Upon the closing of this offering, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, the SEC rules and regulations and the rules of the NYSE.

Following this offering, Lone Star Fund will continue to control more than 50% of the voting power of our common stock in the election of directors. Accordingly, we intend to avail ourselves of the “controlled company” exception available under NYSE rules which eliminates certain requirements, such as the requirements that a company have a majority of independent directors on its board of directors, that compensation of the executive officers be determined, or recommended to the board of directors for determination, by a majority of the independent directors or a compensation committee comprised solely of independent directors, and that director nominees be selected, or recommended for the board of directors’ selection, by a majority of the independent directors or a nominations committee comprised solely of independent directors. In the event that we cease to be a controlled company, we will be required to comply with these provisions within the transition periods specified in the NYSE rules. These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the applicable requirements of the SEC and the NYSE with respect to our audit committee within the applicable time frame.

Committees of the Board of Directors

Audit Committee

The primary responsibilities of our audit committee will be to oversee the accounting and financial reporting processes of our company as well as our subsidiary companies, and to oversee the internal and external audit processes. The audit committee will also assist the board of directors in fulfilling its oversight responsibilities by

reviewing the financial information provided to stockholders and others, and the system of internal controls established by management and the board of directors. The audit committee will oversee the independent auditors, including their independence and objectivity. However, the committee members will not act as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The audit committee will be empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist it in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors.

The audit committee will be comprised of three members, Messrs. Moore, and , with Mr. Moore serving as chair. Our board of directors has determined that each of and is independent, as defined under and required by the federal securities laws and the NYSE rules. Our board of directors has determined that Mr. Moore qualifies as an audit committee financial expert under the federal securities laws and that each member of the audit committee has the financial sophistication required under NYSE rules. The rules of the SEC and the NYSE require us to have a fully independent audit committee within one year of the date of the effectiveness of the registration statement of which this prospectus is a part and the listing of our common stock, respectively.

Compensation Committee

The primary responsibilities of our compensation committee will be to periodically review and approve the compensation and other benefits for our employees, officers and independent directors. This will include reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers in light of those goals and objectives, and setting compensation for these officers based on those evaluations. Our compensation committee will also administer and have discretionary authority over the issuance of stock awards under our equity incentive plan.

The compensation committee may delegate authority to review and approve the compensation of our employees to certain of our executive officers, including with respect to awards made under our equity incentive plan. Even where the compensation committee does not delegate authority, our executive officers will typically make recommendations to the compensation committee regarding compensation to be paid to our employees and the size of grants of stock option, restricted stock and other forms of stock-based compensation.

The compensation committee will be comprised of three members, Messrs. Boggess, and , with Mr. Boggess serving as chair. For so long as we are a controlled company, we are not required to have a compensation committee comprised of independent directors under NYSE rules. The board has nonetheless determined that is independent under NYSE rules.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will oversee all aspects of our corporate governance functions. The committee will make recommendations to our board of directors regarding director candidates and assist our board of directors in determining the composition of our board of directors and its committees. The nominating and corporate governance committee will be comprised of three members, Messrs. Loughlin, , and , with Mr. Loughlin serving as chair. For so long as we are a controlled company, we are not required to have a nominating and governance committee comprised of independent directors under NYSE rules. The board has nonetheless determined that is independent under NYSE rules.

Code of Conduct and Ethics

Our board of directors will adopt a code of conduct and ethics that establishes the standards of ethical conduct applicable to all directors, officers and employees of our company. The code will address, among other things, conflicts of interest, compliance with disclosure controls and procedures and internal control over

financial reporting, corporate opportunities and confidentiality requirements. The audit committee will be responsible for applying and interpreting our code of conduct and ethics in situations where questions are presented to it. We expect that any amendments to the code or any waivers of its requirements applicable to our principal executive, financial or accounting officer, or controller will be disclosed on our website at www.continental-bp.com by following the links to . Our website is not part of this prospectus.

Compensation Committee Interlocks and Insider Participation

Our compensation committee will be comprised of Messrs. Boggess, and . None of our executive officers currently serves or has served during the last completed fiscal year, as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors. For a description of the transactions between us and members of the compensation committee, and entities affiliated with such members, see the transactions described under the section entitled “Certain Relationships and Related Party Transactions.”

EXECUTIVE AND DIRECTOR COMPENSATION

EXECUTIVE COMPENSATION

Introduction

The executive compensation disclosure that follows explains the compensation awarded to, earned by or paid to Isaac Preston, our chief executive officer, Dennis Romps and Timothy Power, our two most highly compensated executive officers other than our chief executive officer for fiscal year 2013, and Stephen DeMay, who would have been one of the two most highly compensated executive officers for fiscal year 2013 but for the fact that he was not serving as an executive officer at the end of the fiscal year. Mr. DeMay terminated employment with Lafarge effective August 30, 2013. We refer to these individuals in this section as our “named executive officers” or “NEOs.”

Prior to the Acquisition, we operated as the gypsum division of Lafarge. As such, prior to the Acquisition, all compensation programs in which our NEOs participate, and all decisions made with regard to the compensation of our NEOs, were programs of, or decisions made by, Lafarge or Lafarge S.A., which together with their consolidated subsidiaries, we refer to in this prospectus as the Lafarge Group. Following the Acquisition, we implemented our own compensation program, which was substantially similar to that in effect prior to the Acquisition, and all decisions regarding the compensation of our current NEOs are now made by our Board of Directors.

Compensation Tables

Certain of the amounts in the “Summary Compensation Table” and the awards set forth in the table of “Outstanding Equity Awards at Fiscal Year End” included below reflect amounts paid or payable or awards granted to our NEOs pursuant to the Lafarge Group’s compensation programs. As described previously, following the Acquisition, the current NEOs commenced receiving compensation and benefits pursuant to the Company’s compensation programs.

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by or paid to our NEOs (i) during Lafarge’s fiscal year ended December 31, 2012 under the compensation plans and programs maintained by the Lafarge Group and (ii) during our fiscal year ended December 31, 2013 under compensation plans and programs maintained by the Lafarge Group or the Company, as applicable.


Name and principal position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Isaac Preston		2013	$	359,653	$	411,876	$	74,029		—				—	$	39,528	$	885,087
Chief Executive Officer		2012	$	333,230	$	500,000	$	21,628	$	43,920	$	349,892		—	$	39,303	$	1,287,974
Dennis Romps		2013	$	203,000	$	196,656	$	20,438						—	$	27,087	$	447,181
Chief Financial Officer		2012	$	200,000	$	200,000	$	14,865		—	$	140,625		—	$	26,862	$	582,352
Timothy Power		2013	$	210,620	$	192,905	$	20,438		—				—	$	24,675	$	448,638
SVP General Counsel
Stephen DeMay		2013	$	191,153	$	90,798	$	13,257		—				—	$	257,485	$	552,694
Former VP Sales		2012	$	191,153	$	191,153	$	13,316		—	$	130,820		—	$	32,804	$	559,246

(1)

For fiscal year 2013, the amounts shown in this column for each NEO represent, as applicable, the one-time Acquisition-related bonuses (Mr. Preston—$171,615; Mr. Romps—$101,500; Mr. Power—$102,965) as

well as the pro-rated annual incentive bonuses for January through August of 2013 (Mr. Preston—$240,261; Mr. Romps—$95,156; Mr. Power—$89,940; Mr. DeMay—$90,798). For fiscal year 2012, the amounts shown in this column for each of the NEOs represent the one-time retention bonuses paid by the Lafarge Group to each of the NEOs on April 15, 2012.

(2)

The amounts shown in this column represent the aggregate grant date fair value of the performance share awards made to the NEOs in 2012 and 2013. The aggregate grant date fair values of such awards were determined assuming the highest level of performance conditions, determined as of the grant date. The aggregate grant date fair values have been determined based on a fair value model using the market value of a share of Lafarge S.A. stock on the date of grant.

(3)

The amounts shown in this column represent the aggregate grant date fair value of the stock option award made to Mr. Preston in 2012. The aggregate grant date fair value of such award has been determined based on a fair value model using the market value of a share of Lafarge S.A. stock on the date of grant.

(4)

For fiscal year 2013, the NEOs will receive payments in respect of September-December of 2013 under the Stub Year Bonus Plan. The amounts will be determined in February of 2014. For fiscal year 2012, the amounts shown in this column represent the annual cash incentive payments made to the NEOs under the Lafarge Group Bonus Plan.

(5)

The NEOs did not receive any “above market” interest on non-qualified deferred compensation.

(6)

The amounts in this column represent the sum of perquisites and personal benefits provided to, life insurance premiums paid on behalf of, and company contributions to defined contribution plans on behalf of, the NEOs during 2012 and 2013. For Mr. DeMay, for 2013, this amount also includes a severance payment of $231,641, comprised of $191,153 for continued salary and $40,488 for continued car allowance, cell phone services, health benefits, life insurance premiums and executive placement services.

Narrative Disclosure to the Summary Compensation Table

Certain of the compensation plans and programs described below were maintained by the Lafarge Group and remained with the Lafarge Group and were not transferred to the Company in connection with the Acquisition. Following the Acquisition, we implemented our own compensation programs and policies, pursuant to which our current NEOs receive compensation and benefits. These programs and policies are substantially similar to those of Lafarge described below, except as explicitly noted below.

Base Salary

Each of our NEOs is employed on an “at will” basis. Each NEO’s base salary is determined on an annual basis, taking into account the NEO’s position and responsibilities, the pay range for individuals in similar positions and having similar responsibilities within the Company, the compensation practices of similar companies in our sector and market and the NEO’s previous base salary.

Incentive Compensation

Annual Incentive . In connection with the Acquisition, for the portion of the fiscal year leading up to the Acquisition, each of our NEOs received a guaranteed annual incentive payment equal to the bonus payment received in fiscal 2012 under the Lafarge Group Bonus Plan, pro-rated for the first eight months of the year (reflected in the “Bonus” column of the Summary Compensation Table). We maintained a plan substantially similar to the Lafarge Group Bonus Plan for the remaining four months of 2013, pursuant to which participants, including the NEOs (other than Mr. DeMay, who terminated employment with us), were eligible to earn a pro-rated portion of their target bonus amount (expressed as a percentage of their base salary) based upon the achievement of certain business and financial objectives, as well as their individual performance compared to pre-defined objectives (to be reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table). We refer here to the bonus opportunity for September to December of 2013 as the Stub Year Bonus Plan. For 2013, the target award opportunities for our NEOs for the Stub Year Bonus Plan (prior to pro-ration), expressed as a percentage of their respective base salaries, were: Isaac Preston – 100%; Dennis Romps – 75%; and Timothy Power – 75%.

In 2013, 40% of each of our NEO’s award opportunity for the Stub Year Bonus Plan was tied to the achievement of a financial performance goal, or the Performance Goal, 25% to the achievement of a cost reduction and revenue enhancement goal, or the Cost Reduction and Revenue Enhancement Goal, and 35% to the NEO’s achievement of individual objectives, including health and safety objectives.

Determinations with respect to performance under the Stub Year Bonus Plan will not be made until February of 2014.

Long-Term Incentives . Prior to the Acquisition, each of our NEOs participated in the Lafarge S.A. Performance Share Plan, or the PSP, and the Lafarge S.A. Stock Option Plan, or the Option Plan. Under the PSP and the Option Plan, the NEOs were eligible to receive grants of stock options and/or performance shares of Lafarge S.A., based upon the achievement of Lafarge Group’s internal and external performance objectives.

Each of the NEOs received a performance share grant under the PSP in 2013 that can be earned subject to Lafarge Group’s 2014 and combined 2014-2015 EBITDA performance relative to enumerated targets. Subject to satisfaction of the performance metrics, the performance shares are eligible to vest four years following the date of grant.

2013 Acquisition-Related Bonuses. In connection with the closing of the Acquisition, each of our NEOs, other than Mr. DeMay, received a one-time bonus for their work done on the divestiture.

Post-Acquisition Long Term Incentive Plan . Following the Acquisition, Lone Star implemented a new cash-based long term incentive plan, the LSF8 Gypsum Holdings, L.P. Long Term Incentive Plan, or the LTIP. Under the LTIP, participants are granted pool units entitling them, subject to the terms of the LTIP, to a potential cash payout upon a monetization event (as defined below under “—Severance and Change in Control Arrangements”). The Company’s sole shareholder, LSF8 Gypsum Holdings, L.P., or LSF, maintains, and is obligated for all payments under the LTIP. The LTIP was effective August 30, 2013. Currently, Mr. Preston and Mr. Power are the only NEOs that participate in the LTIP (one other executive officer that was not an NEO for 2013, James Bachmann, participates in the LTIP).

During fiscal year 2013, Mr. Preston was awarded 400,000 pool units under the LTIP and Mr. Power was awarded 100,000 pool units under the LTIP. (Mr. Bachmann, the only other participant in the LTIP to date, was awarded 200,000 pool units under the LTIP.) The total number of pool units authorized under the LTIP is 1,000,000. The LTIP will remain outstanding following this offering. While LSF does not expect to increase the total number of pool units authorized under the LTIP, LSF may make future limited grants out of the currently authorized but unallocated pool units under the LTIP.

Pool units granted under the LTIP generally only become vested upon the occurrence, prior to August 30, 2018, of a vesting monetization event (as defined below under “—Severance and Change in Control Arrangements”). The value of a participant’s pool units is determined as of the closing date of each monetization event relative to that participant’s interest in the incentive pool, calculated as the number of vested pool units held by the individual participant, divided by 1,000,000 (the total number of pool units under the LTIP). The amount of profits credited to the incentive pool under the LTIP in connection with a monetization event is based upon the internal rate of return realized upon a monetization event by the Company’s direct and indirect equity holders immediately prior to this offering; provided, however, in no event will more than $35 million, in the aggregate, be credited to the incentive pool under the LTIP. In addition, the incentive pool will not be credited with any amounts and no payouts will be made unless (1) such internal rate of return is at least 15%, and (2) when combined with any prior monetization event, the monetization event results in a return of the beginning equity value (as defined in the LTIP) to the Company’s direct and indirect equity holders immediately prior to this offering. Payments under the LTIP, if earned pursuant to the LTIP, are made in cash as soon as reasonably practicable after the closing of the applicable monetization event. This offering is not expected to trigger any payouts under the LTIP.

The amount of profits that are credited to the incentive pool upon a monetization event, subject to the $35 million cap, is summarized in the table and footnotes below:


Aggregate Cash Distribution Cash Received(1) or Monetization Event Value(2), as Applicable, Required to Achieve Cumulative Internal Rate of Return of:		Percentage of the Incremental Cash Distribution Profit Amount(1) or Monetization Event Profit Amount(2), as Applicable, to be Credited as Cash Distribution Participation Amount(1) or Monetization Event Participation Amount(2), as Applicable(3)
14.99% or less		0.0%
Over 15% up to 17.99%		1.25% of excess over 0%
Over 18% up to 20.99%		2.75% of excess over 18%
Over 21% up to 24.99%		4.50% of excess over 21%
Over 25% up to 29.99%		6.75% of excess over 25%
Over 30% up to 34.99%		7.75% of excess over 30%
Over 35% up to 39.99%		9.00% of excess over 35%
Over 40% up to 44.99%		11.25% of excess over 40%
Over 45%		14.50% of excess over 45%**

(1)

Upon a monetization event that is a cash distribution (as defined under “—Severance and Change in Control Arrangements”) and that occurs prior to any of the other types of monetization events, the incentive pool will be credited with an amount equal to the Cash Distribution Participation Amount. The “Cash Distribution Participation Amount” is a portion of the excess of:

(i)

the sum of such cash distribution actually distributed to the Company’s current direct and indirect equity owners immediately prior to this offering (the “Cash Distribution Cash Received”) plus all prior cash distributions (plus all prior Monetization Event Value Received (see footnote (2), below), if any), over

(ii)

a beginning equity value (as defined in the LTIP), as increased from time to time pursuant to the LTIP (such excess, the “Cash Distribution Profit Amount”).

To determine such portion, LSF will calculate a cumulative internal rate of return (“Cumulative Internal Rate of Return”) with respect to the Cash Distribution Cash Received in such current cash distribution and all prior cash distributions (the “Aggregate Cash Distribution Cash Received”). However, the incentive pool will not be credited with any amounts unless and until the Cumulative Internal Rate of Return equals or exceeds 15%. Once the Cumulative Internal Rate of Return equals or exceeds 15%, the Cash Distribution Participation Amount or Monetization Event Participation Amount, as applicable, will be determined pursuant to the table above.

(2)

Upon a monetization event other than a cash distribution, the incentive pool will be credited with the Monetization Event Participation Amount. The “Monetization Event Participation Amount” will mean a portion of the excess of:

(i)

the sum of the net cash proceeds (and the fair market value of other consideration received at the time of the monetization event as determined in LSF’s discretion) from the event causing the monetization event actually received by the Company’s direct and indirect equity holders immediately prior to this offering (the “Monetization Event Value Received”) plus all prior Aggregate Cash Distribution Cash Received, over

(ii)

the beginning equity value (such excess, the “Monetization Event Profit Amount”).

To determine such portion, LSF will calculate a Cumulative Internal Rate of Return with respect to the Monetization Event Value Received and the Aggregate Cash Distribution Cash Received (the “Aggregate Monetization Event Value”). However, the incentive pool will not be credited with any

amounts unless and until the Cumulative Internal Rate of Return equals or exceeds 15%. Once the Cumulative Internal Rate of Return equals or exceeds 15% then, the Cash Distribution Participation Amount or Monetization Event Participation Amount, as applicable, will be determined pursuant to the table above.

In addition, in the event the Cumulative Internal Rate of Return is greater than or equal to 25%, the aggregate amount credited as Monetization Event Participation Amount will not be less than $85,000,000.

(3)

The percentage in the right-hand column in any particular row of the table is applied only to the portion of the Cash Distribution Profit Amount or Monetization Event Profit Amount, as applicable, attributable to the incremental Cumulative Internal Rate of Return reflected in the left-hand column of such row.

Retirement Plans

Prior to the Acquisition, our NEOs participated in retirement benefit plans sponsored by Lafarge. None of those plans were assigned to the Company in connection with the Acquisition and thus our NEOs no longer actively participate in those plans. Following the Acquisition, we implemented our own tax qualified 401(k) defined contribution plan, or 401(k) plan, for the benefit of our employees. Under the 401(k) plan, employees (including the current NEOs) are permitted to elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We are also permitted to make contributions up to the legally prescribed limits on behalf of all eligible employees to the 401(k) plan.

The following is a brief description of the Lafarge plans providing retirement benefits that our NEOs participated in prior to the Acquisition, none of which were assigned to the Company in connection with the Acquisition.

Defined Benefit Plans . Lafarge maintains the Lafarge North America Inc. Retirement Plan, or the Lafarge Retirement Plan, a tax qualified defined benefit pension plan, for certain of its salaried and hourly employees, including each of the NEOs. Under the terms of the Lafarge Retirement Plan, participants are eligible to receive an annual retirement benefit equal to 1.33% of the participant’s final average pay for each year of credited service under the plan. A participant’s final average pay is the highest consecutive 60 month average out of the last 120 months, consisting of base pay plus Group-wide bonus and subject to benefit limitations under the Code. Normal retirement age under the Lafarge Retirement Plan is 65, but a participant may elect early retirement starting at age 55, subject to a 6% benefit reduction per year prior to age 63.

Lafarge maintains the Lafarge North America Inc. Supplemental Executive Retirement Plan, or the Lafarge SERP, a non-qualified defined benefit pension plan, for a select group of management or highly compensated employees, including each of the NEOs. Under the terms of the Lafarge Retirement Plan, participants are eligible to receive an annual retirement benefit equal to 1.75% of the participant’s final average pay for each year of credited service under the Retirement Plan and the SERP, in the aggregate. A participant’s final average pay is the highest consecutive 60 month average out of the last 120 months, consisting of base pay plus Group-wide bonus and subject to benefit limitations under the Code. Normal retirement age under the Lafarge Retirement Plan is 65, but a participant may elect early retirement starting at age 55, subject to a 6% benefit reduction per year prior to age 63.

Defined Contribution Plans . Lafarge also maintains various tax qualified defined contribution pension plans, including the Lafarge North America Inc. Thrift Savings Plan, or the Lafarge Thrift Plan, under which certain of our employees, including each of our NEOs, were eligible to contribute up to 25% of their eligible pay on a pre-tax or after-tax basis, up to prescribed limits under the Code. Under the terms of the Lafarge Thrift Plan, Lafarge matched 100% of a participant’s contributions up to 3% of the participant’s eligible pay, and matched 50% of a participant’s contributions on the next 3% of the participant’s eligible pay.

Under the Lafarge North America Inc. Deferred Compensation and Thrift Savings Restoration Plan, or the Lafarge Deferred Compensation Plan, our employees, including each of our NEOs, were also eligible to defer receipt of a portion of their base salary and cash incentive compensation into a notional account that earns interest at the prime rate. Lafarge matched 75% of a participant’s contributions to his or her account under the Deferred Compensation Plan, up to 6% of the participant’s eligible pay.

Severance and Change in Control Arrangements

Under the Lafarge North America Inc. Severance Pay Plan, or the Severance Plan, each of our NEOs was eligible to receive severance benefits in the event that his employment is involuntarily terminated and such termination constitutes a “separation from service” under Code Section 409A, each of which we refer to as a Qualifying Termination. If an NEO experiences a Qualifying Termination, the NEO is entitled, subject to his execution of a general release and waiver of legal claims, to continue to receive an amount equal to six months’ base salary, paid in the same manner and amount as prior to his Qualifying Termination. The NEO would also be eligible to receive up to an additional 12 months of base salary, paid monthly, if he is unable to locate substantially equivalent employment within 18 months of the Qualifying Termination. The Severance Plan also provides for continued health benefits for so long as the participant is receiving base salary payments, pursuant to the terms of the Severance Plan. All benefits payable under the Severance Plan are subject, in time and manner of payment, to compliance with Code Section 409A. Following the Acquisition, the Company committed to providing the current NEOs with the same level of severance benefits.

Our NEOs have not entered into any agreements, and do not participate in any plans or programs, providing for the payment of additional compensation or benefits in the event of a change in control of the Company, except the LTIP. As discussed above under pursuant to the LTIP, pool units become vested only upon the occurrence of a vesting monetization event that occurs prior to August 30, 2018, subject to continued employment through the date of the event. All vested and unvested pool units will generally be forfeited upon any termination of employment; provided, however that a participant will retain the right to receive payment in respect of vested units, but only with respect to monetization events that occurred prior to the participant’s termination of employment. In addition, with respect to Mr. Preston’s and Mr. Power’s pool units, upon his termination of employment either by the Company without cause (as defined in the LTIP) or his resignation for good reason (as defined in the LTIP), in either case, within 12 months following a major transaction, Mr. Preston or Mr. Power, as applicable, will be deemed vested with respect to 50% of his pool units and shall be entitled to retain those vested pool units following such termination of employment.

Generally, for purposes of the LTIP, a monetization event occurs when:

•

LSF or the Company is converted, merged, consolidated or reorganized into or with another corporation or other legal person and, immediately after such conversion, merger, consolidation, or reorganization, less than a majority of the combined voting power of the then-outstanding equity securities of such corporation or other legal person immediately after such transaction are held in the aggregate by the holders of voting securities of LSF immediately prior to such transaction;

•

(A) the equityholders of LSF sell, transfer or exchange more than 50% of the combined voting power of the then-outstanding equity securities of LSF or the Company to an unrelated third party, or (B) LSF or its subsidiaries sell, transfer or exchange more than 50% in value of their aggregate assets to any other entity or other legal person, and less than a majority of the combined voting power of the then outstanding equity securities of such entity or person immediately after such sale are held in the aggregate by the holders of voting securities of LSF immediately prior to such sale;

•

a firm commitment underwritten public offering occurs that is registered under the Securities Act of 1933, as amended, of the equity interests of LSF, the Company, another subsidiary of LSF or a respective successor entity where either (A) the members’ interest in the voting securities of LSF, a subsidiary or a respective successor entity, as applicable, is reduced to below 50% as a result of such public offering or (B) LSF determines, in its sole and absolute discretion, that such public offering constitutes a monetization event for purposes of the LTIP; or

•

LSF pays dividends or distributions (whether pursuant to a regular dividend, extraordinary dividend, non-dividend distribution, redemption, recapitalization, or otherwise) (a “cash distribution”).

In turn, a vesting monetization event is any of the events described in the subsections above (i) that is not a cash distribution, or (ii) that is a cash distribution, provided that at the time of such event, the Cumulative Internal Rate of Return of the Company’s direct and indirect equity holders as of immediately prior to this offering is at least 15% and, when combined with any prior monetization event, results in a return to such direct and indirect equity holders of the Company of at least their beginning equity value.

For purposes of the LTIP, a major transaction is LSF or the Company acquires, merges or is reorganized into or with another unrelated corporation, which corporation at the time of such transaction has a fair market value (as determined by the administrator of the LTIP in its sole discretion) equal to or greater than the beginning equity value under the LTIP.

Post-Acquisition Employment Arrangements

The Company expects to enter into new employment agreements with certain of the Company’s executives prior to this offering. The Company has entered into such an agreement with Isaac N. Preston, effective as of January 1, 2014.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding equity awards made to the NEOs under the applicable Lafarge equity incentive plans as of the end of the fiscal year ended December 31, 2013.


Name and Principal Position	Date of Grant			Option Awards										Stock Awards
Name and Principal Position	Date of Grant			Number of Securities Underlying Unexercised Exercisable Options/ SARs (#)		Number of Securities Underlying Unexercisable and Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option/ SAR Exercise Price ($)(1)		Option/ SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
Isaac Preston		6/15/2007	(2)		5,800					$	147.43		6/15/2017
Chief Executive		4/18/2008	(2)		5,220					$	134.47		4/18/2018
Officer		5/24/2006	(3)		4,628					$	115.66		5/24/2016
		6/15/2007	(3)		2,893					$	151.75		6/15/2017
		3/26/2008	(3)		2,893					$	131.77		3/26/2018
		3/25/2009	(3)		8,100					$	42.11		3/25/2019
		3/24/2010	(3)				3,500			$	70.28		3/24/2020
		3/15/2011	(3)				2,450			$	60.97		3/15/2021
		3/15/2012	(3)				1,800			$	49.32		3/15/2022
		3/24/2010	(4)						3,500	$	70.28		3/24/2020
		3/15/2011	(4)						3,150	$	60.97		3/15/2021
		3/15/2012	(4)						2,700	$	49.32		3/15/2022
		3/15/2011	(5)												224	$	16,838
		3/15/2012	(5)												180	$	13,530
		3/15/2011	(6)																336	$	25,257
		3/15/2012	(6)																570	$	42,846
		3/13/2013	(6)																1,800		135,303


Name and Principal Position	Date of Grant			Option Awards										Stock Awards
Name and Principal Position	Date of Grant			Number of Securities Underlying Unexercised Exercisable Options/ SARs (#)		Number of Securities Underlying Unexercisable and Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option/ SAR Exercise Price ($)(1)		Option/ SAR Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
Dennis Romps		6/15/2007	(2)		1,160					$	147.43		6/15/2017
Chief Financial		4/18/2008	(2)		1,972					$	134.47		4/18/2018
Officer		3/24/2010	(3)				720			$	70.28		3/24/2020
		3/24/2010	(4)						180	$	70.28		3/24/2020
		3/24/2010	(5)												100	$	7,517
		3/15/2011	(5)												281	$	21,122
		3/15/2012	(5)												206	$	15,485
		3/24/2010	(6)																25	$	1,879
		3/15/2011	(6)																94	$	7,066
		3/15/2012	(6)																125	$	9,396
		3/13/2013	(6)																370		27,812

Timothy Power		6/15/2007	(2)		1,500					$	170.57		6/15/2017
SVP General		4/18/2008	(2)		1,700					$	155.56		4/18/2018
Counsel		3/24/2010	(2)				400			$	70.28		3/24/2020
		3/24/2010	(4)						100	$	70.28		3/24/2020
		3/24/2010	(5)												100	$	7,517
		3/15/2011	(5)												187	$	14,057
		3/15/2012	(5)												180	$	13,530
		3/24/2010	(6)																25	$	1,879
		3/15/2011	(6)																63	$	4,736
		3/15/2012	(6)																56	$	4,209
		3/13/2013	(6)																370		27,812

Stephen DeMay		6/15/2007	(2)		1,450					$	147.43		6/15/2017
Former Vice		4/18/2008	(2)		1,972					$	134.47		4/18/2018
President Sales		3/24/2010	(3)				1,200			$	70.28		3/24/2020
		3/24/2010	(4)						300	$	70.28		3/24/2020
		3/24/2010	(5)												100	$	7,517
		3/15/2011	(5)												375	$	28,188
		3/15/2012	(5)												169	$	12,703
		3/24/2010	(6)																25	$	1,879
		3/15/2011	(6)																125	$	9,396
		3/15/2012	(6)																112	$	8,419
		3/13/2013	(6)																240		18,040

(1)

The exercise prices for these grants are expressed in Euros. For purposes of the table, the December 31, 2013 exchange rate of 1.37 has been applied to reflect the exercise prices in U.S. dollars.

(2)

The grant of stock appreciation rights vested on the fourth anniversary of the date of grant.

(3)

Subject to accelerated vesting under certain conditions, the time-based stock options vest(ed) on the fourth anniversary of the date of grant.

(4)

Subject to accelerated vesting under certain conditions, the stock options vest(ed) on the fourth anniversary of the date of grant, subject to the achievement of applicable performance conditions.

(5)

The grant of time-based restricted shares vests on the fourth anniversary of the date of grant.

(6)

The grant of performance shares vests on the fourth anniversary of the date of grant, subject to the achievement of applicable performance conditions.

Long Term Incentive Plan

As discussed above, LSF maintains, and is obligated for all payments with respect to, the LTIP. Under the LTIP, participants are granted pool units entitling them, subject to the terms of the LTIP, to a potential cash

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payout upon a monetization event. The total number of pool units authorized under the LTIP is 1,000,000, and the total number of pool units outstanding as of the date hereof is 700,000. The LTIP was developed to reward the creation of long-term value through a monetization event, as described under “—Severance and Change in Control Arrangements,” and to motivate certain executive employees of the Company and its subsidiaries to put forth maximum efforts toward the continued growth, profitability and success of our company by providing incentives to such individuals through cash bonus payments. LSF’s board of directors or a designated committee of the board administers the LTIP and has total and exclusive responsibility to control, operate, manage and administer the LTIP in accordance with its terms. The vesting of awards, valuation of awards upon a monetization event, treatment of awards upon a termination of employment and other material terms of the LTIP are described above.

2014 Stock Incentive Plan

Prior to completion of this offering and as further described below, we will adopt the 2014 Stock Incentive Plan, or the 2014 Plan. The purpose of the 2014 Plan is to promote and closely align the interests of our employees and non-employee directors and our stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the 2014 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to participants and to optimize the profitability and growth of our company through incentives that are consistent with our goals and that link the personal interests of participants to those of our stockholders. The 2014 Plan allows for the grant of stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights, or SARs, alone or in conjunction with other awards; restricted stock and restricted stock units, or RSUs; and incentive bonuses, which may be paid in cash or stock or a combination thereof.

The following description of the 2014 Plan is not intended to be complete and is qualified in its entirety by the complete text of the 2014 Plan, which has been filed as an exhibit to the registration statement of which this prospectus is a part. Stockholders are urged to read the 2014 Plan in its entirety. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this registration statement have the meanings assigned to them in the 2014 Plan.

Administration

The 2014 Plan is administered by the compensation committee of the board of directors, or in the absence of the compensation committee, the board of directors itself. The compensation committee has broad authority, subject to the provisions of the 2014 Plan, to administer and interpret the 2014 Plan. All decisions and actions of the compensation committee are final.

Stock Subject to 2014 Plan

The maximum number of shares that may be issued under the 2014 Plan is equal to 5% of the number of shares of our common stock outstanding immediately prior to the effectiveness of this registration statement, subject to certain adjustments in the event of a change in the Company’s capitalization. Shares of common stock issued under the 2014 Plan may be either authorized and unissued shares or previously issued shares acquired by the Company. On termination or expiration of an unexercised option, SAR or other stock-based award under the 2014 Plan, in whole or in part, the number of shares of common stock subject to such award will again become available for grant under the 2014 Plan.

Stock Options

All stock options granted under the 2014 Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive stock option or a non-qualified stock option, the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed ten years, and other terms and conditions. Subject to the express provisions of the 2014 Plan, options generally may be exercised over such period, in installments or

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otherwise, as the compensation committee may determine. The exercise price for any stock option granted may not generally be less than the fair market value of the common stock subject to that option on the grant date. The exercise price may be paid in cash or such other method as determined by the compensation committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an option, the delivery of previously owned shares and withholding of shares deliverable upon exercise. Other than in connection with a change in the Company’s capitalization, we will not, without stockholder approval, reduce the exercise price of a previously awarded option, and, at any time when the exercise price of a previously awarded option is above the fair market value of a share of common stock, we will not, without stockholder approval, cancel and re-grant or exchange such option for cash or a new award with a lower (or no) exercise price.

Stock Appreciation Rights

SARs may be granted alone or in conjunction with all or part of a stock option. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the common stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in common stock, cash, or a combination of common stock and cash, at the compensation committee’s discretion.

Restricted Stock and RSUs

The compensation committee may award restricted stock and RSUs. Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of shares of cash or stock to the participant only after specified conditions are satisfied. The compensation committee will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions.

Incentive Bonuses

Each incentive bonus will confer upon the participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a specified performance period. The compensation committee will establish the performance criteria and level of achievement versus these criteria that will determine the threshold, target and maximum amount payable under an incentive bonus, which criteria may be based on financial performance and/or personal performance evaluations. Payment of the amount due under an incentive bonus may be made in cash or shares, as determined by the compensation committee.

Performance Criteria

The compensation committee may specify certain performance criteria which must be satisfied before stock options, SARs, restricted stock, RSUs, and incentive bonuses will be granted or will vest. The performance goals may vary from participant to participant, group to group, and period to period.

Transferability

Awards generally may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her lifetime.

Amendment and Termination

The board of directors has the right to amend, alter, suspend or terminate the 2014 Plan at any time, provided certain enumerated material amendments may not be made without stockholder approval. No amendment or alteration to the 2014 Plan or an award or award agreement will be made that would impair the

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rights of the holder, without such holder’s consent, however, no consent will be required if the compensation committee determines in its sole discretion and prior to the date of any change in control that such amendment or alteration either is required or advisable in order for us, the 2014 Plan or the award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or is not reasonably likely to significantly diminish the benefits provided under such award, or that any such diminishment has been adequately compensated. The 2014 Plan will be adopted by the board of directors and the Company’s sole equityholder to be effective immediately prior to the effectiveness of this registration statement and will automatically terminate, unless earlier terminated by the board of directors, 10 years after approval by the board of directors.

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PRINCIPAL STOCKHOLDERS

The following table presents information concerning the beneficial ownership of the shares of our common stock as of January 9, 2014 by (1) each person known to us to beneficially own more than 5% of the outstanding shares of our common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. The table also contains information about beneficial ownership, as adjusted, to reflect the sale of common stock in this offering assuming:

•

shares of common stock outstanding as of and shares outstanding immediately following the completion of this offering; and

•

no exercise of the underwriters’ option to purchase additional shares of common stock.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to options and warrants that are exercisable or exercisable within 60 days of January 9, 2014 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless indicated below, the address of each individual listed below is c/o Continental Building Products, Inc., 12018 Sunrise Valley Drive, Suite 600, Reston, Virginia 20191.


Name of Beneficial Owner	Shares of common stock beneficially owned prior to this offering					Shares of common stock beneficially owned after this offering assuming no exercise of underwriters’ option				Shares of common stock beneficially owned after this offering assuming full exercise of underwriters’ option
	Shares of common stock		Percentage of Total Outstanding Common Stock (%)			Shares of common stock		Percentage of Total Outstanding Common Stock (%)		Shares of common stock		Percentage of Total Outstanding Common Stock (%)
5% Stockholders
LSF8 Gypsum Holdings, L.P.(1)				100	%				%				%
Named Executive Officers
Isaac Preston(2)		—		—			—		—		—		—
Dennis Romps		—		—			—		—		—		—
Timothy Power		—		—			—		—		—		—
Directors and Director Nominee s
Bradley P. Boggess		—		—			—		—		—		—
Edward Bosowski		—		—			—		—		—		—
Samuel D. Loughlin		—		—			—		—		—		—
Michael O. Moore		—		—			—		—		—		—
Chadwick S. Suss		—		—			—		—		—		—
Jack Sweeny
Kyle S. Volluz		—		—			—		—		—		—
Grant Wilbeck		—		—			—		—		—		—
All current directors and executive officers as a group (7 persons)		—		—			—		—		—		—

Represents less than 1%.

(1)

LSF8 Gypsum Holdings, L.P. directly owns 100% of our outstanding equity interests prior to this offering. LSF8 Gypsum Holdings, L.P., a Delaware limited partnership is controlled by LSF VIII International Finance, L.P., a Bermuda limited partnership, which is controlled by its general partner, Lone Star Partners

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VIII, L.P., a Bermuda limited partnership, which is controlled by its general partner Lone Star Management Co. VIII, Ltd., a Bermuda exempted limited company, which is controlled by its sole owner (shareholder) John P. Grayken. The address for all of these persons, other than LSF VIII International Finance, L.P., Lone Star Partners VIII, L.P., Lone Star Management Co. VIII, Ltd. and Mr. Grayken, is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204. The address for LSF VIII International Finance, L.P., Lone Star Partners VIII, L.P. and Lone Star Management Co. VIII, Ltd. is Washington Mall, Suite 304, Third Floor, 7 Reid Street, Hamilton HM 11, Bermuda. The address for Mr. Grayken is Pyford Court, Pyrford Common Road, Woking, Surrey, GU22 8UB, England, United Kingdom.

(2)

Mr. Preston is also a Director Nominee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationships with Lone Star and Affiliates

Asset Advisory Fees

Effective August 30, 2013, we entered into an Asset Advisory Agreement with Hudson Americas LLC and Lone Star Fund VIII (U.S.), L.P., both affiliates of our sole equityholder. Pursuant to the Asset Advisory Agreement, Hudson Americas provides us with certain oversight functions in connection with the management of our business and assets, including: (i) communicating and coordinating with our personnel and service providers; (ii) assisting and advising us in the pursuit of our strategic plan and managing our assets in furtherance of our strategic plan; and (iii) obtaining and maintaining all required licenses, permits, certificates, consents and other approvals with respect to our assets. In addition, Hudson Americas may, but is not required to, provide us with certain ancillary services, such as financial accounting and reporting, tax accounting, preparation and reporting, treasury, risk management, legal and compliance, record keeping and operating company oversight. Pursuant to the Asset Advisory Agreement, we pay Hudson Americas an amount equal to 110% of the actual costs of the manager and ancillary services or 110% of the hourly billing rates of the individual billing rates of the individuals performing such services, as applicable. The Asset Advisory Agreement is terminable by any party thereto upon 30 days’ notice from one party to the others for any reason or no reason.

As of September 30, 2013, we owed a total of $550,000 under the Asset Advisory Agreement.

Upon the consummation of this offering, we will terminate the Asset Advisory Agreement for a one-time termination payment of $2.0 million. See “Use of Proceeds.”

General

Lone Star currently owns all of our outstanding equity interests. Upon completion of this offering, Lone Star will own % of our outstanding common stock (or % if the underwriters fully exercise their option to purchase additional shares).

For as long as Lone Star and its affiliates continue to beneficially own shares of common stock representing more than a majority of the voting power of our common stock, they will be able to direct the election of all of the members of our board of directors and exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. Similarly, Lone Star will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in our control and could take other actions that might be favorable to them.

Lone Star is not subject to any contractual obligations to retain its controlling interest, except that it has agreed, subject to certain exceptions, not to sell or otherwise dispose of any shares of common stock for a period of 180 days after the date of this prospectus without the prior written consent of the representatives. Except for this period, there can be no assurance as to the period of time during which Lone Star will maintain its beneficial ownership of our common stock following this offering. Following this period, Lone Star will have rights to cause us to register its shares as described under “—Registration Rights Agreement” below.

On December 2, 2013, we paid a distribution of $130 million to Lone Star from the increase in our borrowings under our First Lien Credit Agreement and Second Lien Credit Agreement.

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Registration Rights Agreement

We will enter into a registration rights agreement with Lone Star in connection with the consummation of this offering. The terms of the registration rights agreement will include provisions for demand registration rights and piggyback registration rights in favor of Lone Star. The registration rights agreement will not provide for the payment of any consideration by us to Lone Star if a registration statement for the resale of shares of common stock held by Lone Star is not declared effective or if the effectiveness is not maintained. shares of our common stock will be entitled to these registration rights following completion of this offering, assuming no exercise of the underwriters’ option to purchase additional shares of common stock. However, the underwriting agreement and lock-up agreements prohibit us from a filing any registration statement for the resale of shares of common stock held by Lone Star for a period of 180 days after the date of this prospectus without the prior consent of the representatives. Shares registered with the SEC pursuant to these registrations rights will be eligible for sale in the public markets, subject to the lock-up agreements described in “Underwriting.” See “Shares Eligible for Future Sale—Registration Rights Agreement.”

Director Indemnification Agreements

Our bylaws will permit us to indemnify our executive officers and directors to the fullest extent permitted by law, subject to limited exceptions. We will enter into indemnification agreements with each of our executive officers and directors that will provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

Review and Approval of Related Party Transactions

We will implement a written policy in connection with this offering pursuant to which our board of directors or the audit committee will review and approve transactions with our directors, officers and holders of more than 5% of our voting securities and their affiliates. Prior to approving any transaction with a related party, our board of directors or audit committee (in each case, composed of disinterested directors), as applicable, will consider the material facts as to the related party’s relationship with us or interest in the transaction. Related party transactions will not be approved unless the board of directors or the audit committee (in each case, composed of disinterested directors), as applicable, has approved of the transaction. We did not have a formal review and approval policy for related party transactions at the time of any transaction described above.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material provisions of our capital stock, as well as other material terms of our certificate of incorporation and bylaws, which we will adopt prior to the consummation of this offering, as they will be in effect as of the consummation of this offering. This summary does not purport to be complete and is subject to and qualified by our certificate of incorporation and bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.

General

Upon consummation of this offering, our authorized capital stock will consist of shares of common stock, par value $0.001 per share, and shares of preferred stock, par value $0.001 per share.

Common Stock

Our certificate of incorporation will authorize the issuance of up to shares of common stock. All outstanding shares of common stock are validly issued, fully paid and nonassessable, and the shares of common stock that will be issued on completion of this offering will be validly issued, fully paid and nonassessable.

The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and our certificate of incorporation will not provide for cumulative voting in the election of directors. Subject to preferences that may be applicable to any outstanding series of preferred stock, the holders of our common stock will receive ratably any dividends declared by our board of directors out of funds legally available for the payment of dividends. In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of or provision for any liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Preferred Stock

Our certificate of incorporation will provide that our board of directors has the authority, without further action by the stockholders, to issue up to shares of preferred stock. Our board of directors will be able to issue preferred stock in one or more series and determine the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon our preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences and sinking fund terms, any or all of which may be greater than the rights of our common stock. Issuances of preferred stock could adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation. Any issuance of preferred stock also could have the effect of decreasing the market price of our common stock and could delay, deter or prevent a change in control of our company. Our board of directors does not presently have any plans to issue shares of preferred stock.

Limitations on Directors’ Liability

Our governing documents will limit the liability of, and provide for us to indemnify, our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breach of fiduciary duty. This limitation is generally unavailable for acts or omissions by a director which (i) were not in good faith, (ii) were the result of intentional misconduct or a knowing violation of law, (iii) the director derived an improper personal benefit from (such as a financial profit or other advantage to which the director was not legally entitled) or (iv) breached the director’s duty of loyalty. The DGCL also prohibits limitations on director liability under Section 174 of the DGCL, which relates to certain unlawful dividend declarations and stock repurchases. The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws to be adopted may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though

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such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We maintain insurance that insures our directors and officers against certain losses and which insures us against our obligations to indemnify the directors and officers, and we intend to obtain greater coverage. We also intend to enter into indemnification agreements with our directors and executive officers.

Forum Selection Clause

Our certificate of incorporation to be adopted prior to the completion of this offering will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine, will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware); in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. See “Risk Factors—Our certificate of incorporation will include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us”.

Provisions of Our Certificate of Incorporation and Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect

Provisions of the DGCL and our certificate of incorporation and bylaws to be adopted prior to the completion of this offering could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute

We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status, did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

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Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our bylaws will provide that special meetings of the stockholders may be called only by or at the direction of the board of directors, the chairman of our board or the chief executive officer with the concurrence of a majority of the board of directors. Our bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Our bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Our bylaws will allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Any amendment to our certificate of incorporation will require the affirmative vote of at least 66 ² / ₃ % of the voting power of all shares of our common stock then outstanding. Our certificate of incorporation will provide that the board of directors is expressly authorized to adopt, amend or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of at least 66 ² / ₃ % of the voting power of all shares of our common stock then outstanding.

No Cumulative Voting

The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our certificate of incorporation will not provide for cumulative voting.

Classified Board of Directors

Our certificate of incorporation will provide that our board of directors will initially be divided into three classes of directors, with the classes to be as nearly equal in number as possible. The members of each class serve for a three-year term. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our certificate of incorporation will provide that the number of directors will be fixed from time to time pursuant to a resolution adopted by the board of directors, but must consist of not less than three or more than 15 directors.

Removal of Directors

Our certificate of incorporation and bylaws will provide that (i) prior to the date on which Lone Star and its affiliates cease to beneficially own, in aggregate, at least a majority of the voting power of all outstanding shares entitled to vote generally in the election of directors, directors may be removed with or without cause upon the affirmative vote of holders of at least a majority of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class and (ii) on and after the date Lone Star and its affiliates cease to beneficially own, in aggregate, at least a majority of the voting power of all outstanding shares entitled to vote generally in the election of directors, directors may be removed only for cause and only upon the affirmative vote of holders of at least 66 ² / ₃ % of the voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. In addition, our certificate of incorporation and bylaws will also provide that any newly created directorships and any vacancies on our board of directors will be filled only by the affirmative vote of the majority of remaining directors; provided that so long as affiliates of Lone Star own at least 50% of the total voting power of our capital stock, the positions can only be filled by our stockholders.

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Stockholder Action by Written Consent

The DGCL permits any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise. Our certificate of incorporation and bylaws will preclude stockholder action by written consent after the date on which Lone Star and its affiliates cease to beneficially own, in the aggregate, at least a majority of the voting power of all outstanding shares of our stock entitled to vote generally in the election of directors.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our organizational documents will include provisions that eliminate, to the extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be. Our organizational documents will also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent authorized by the DGCL. We will also be expressly authorized to carry directors’ and officers’ insurance for our directors, officers and certain employees for some liabilities.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws to be adopted may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. The DGCL does not require stockholder approval for any issuance of authorized shares. However, the NYSE listing requirements require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or the then-outstanding number of shares of common stock. No assurances can be given that our shares will remain so listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. As discussed above, our board of directors has the ability to issue preferred stock with voting rights or other preferences, without stockholder approval. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Corporate Opportunities and Transactions with Lone Star

In recognition that principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of Lone Star and its affiliates (other than us) and affiliated investment funds, referred to as the Lone Star entities, may serve as our directors or officers, and that the Lone Star entities may engage in similar activities or lines of business that we do, our certificate of incorporation will provide for the allocation of certain corporate opportunities between us and the Lone Star entities. Specifically, none of the Lone Star entities or any principal, member, director, manager, partner, stockholder, officer, employee or other representative of the Lone

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Star entities has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any Lone Star entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and us, we will not have any expectancy in the corporate opportunity, and the Lone Star entity will not have any duty to communicate or offer the corporate opportunity to us and may pursue or acquire such corporate opportunity for itself or direct such opportunity to another person. In addition, if a director or officer of our company who is also a principal, member, director, manager, partner, stockholder, officer, employee or other representative of any Lone Star entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for us and a Lone Star entity, we will not have any expectancy in the corporate opportunity unless the corporate opportunity is expressly offered to the person solely in his or her capacity as a director or officer of our company.

In recognition that we may engage in material business transactions with the Lone Star entities, from which we are expected to benefit, our certificate of incorporation will provide that any of our directors or officers who are also principals, members, directors, managers, partners, stockholders, officers, employees and other representatives of any Lone Star entity will have fully satisfied and fulfilled his or her fiduciary duty to us and our stockholders with respect to such transaction, if:

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the transaction was approved, after being made aware of the material facts of the relationship between each of us or one of our subsidiaries and the Lone Star entity and the material terms and facts of the transaction, by (1) an affirmative vote of a majority of the members of our board of directors who do not have a material financial interest in the transaction, known as disinterested persons, or (2) an affirmative vote of a majority of the members of a committee of our board of directors consisting of members who are disinterested persons; or

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the transaction was fair to us at the time we entered into the transaction; or

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the transaction was approved by an affirmative vote of the holders of a majority of shares of our common stock entitled to vote, excluding the Lone Star entities and any holder who has a material financial interest in the transaction.

By becoming a stockholder in our company, you will be deemed to have received notice of and consented to these provisions of our certificate of incorporation.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is .

Listing

We intend to apply to list our common stock on the NYSE under the symbol “CBPX.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Immediately following the consummation of the offering, based on shares outstanding as of , we will have an aggregate of shares of common stock outstanding (or shares if the underwriters exercise their option to purchase additional shares in full). Of the outstanding shares, the shares sold in this offering (or shares if the underwriters exercise their over-allotment option in full) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined in Rule 144 of the Securities Act, may generally be sold only in compliance with the limitations described below. The remaining outstanding shares of our common stock will be deemed restricted securities, as defined in Rule 144. We expect that Lone Star will be considered an affiliate after this offering based on its expected share ownership (consisting of shares owned by Lone Star assuming no exercise of the underwriters’ over-allotment option). Certain other of our stockholders may also be considered affiliates at that time.

Lock-Up Agreements

We, our officers and directors and the holder of all of our outstanding shares of common stock immediately prior to this offering will be subject to lock-up agreements with the underwriters that will restrict the sale of shares of our common stock held by them for 180 days after the date of this prospectus, subject to certain exceptions. See “Underwriting” for a description of these lock-up agreements.

Sales of Restricted Securities

Other than the shares sold in this offering, all of the remaining shares of our common stock will be available for sale, subject to the lock-up agreements described above, after the date of this prospectus in registered sales or pursuant to Rule 144 or another exemption from registration. For the purpose of the volume, manner of sale and other limitations under Rule 144 applicable to affiliates described below, we expect that Lone Star will be considered an affiliate after this offering based on its expected share ownership (consisting of shares owned by Lone Star assuming no exercise of the underwriters’ option to purchase additional shares).

Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration including under Rule 144 or 701 promulgated under the Securities Act, each of which is summarized below.

In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has beneficially owned for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to the volume limitations summarized below. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were beneficially owned by such person for less than one year.

In addition, under Rule 144, a person may sell shares of our common stock acquired from us immediately after the consummation of this offering, without regard to volume limitations or the availability of public information about us, if: (i) the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and (ii) the person has beneficially owned the shares to be sold for at least one year, including the holding period of any prior owner other than one of our affiliates.

Beginning 90 days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the

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greater of: (i) 1% of the number of shares of our common stock then-outstanding, which will equal approximately shares immediately after the consummation of this offering; and (ii) the average weekly trading volume in our common stock on the NYSE during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701 provides that the shares of common stock acquired upon the exercise of currently outstanding options or pursuant to other rights granted under our equity incentive plan may be resold by persons, other than our affiliates, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, subject only to the manner of sale provisions of Rule 144, and by our affiliates under Rule 144, without compliance with its one-year minimum holding period. As of the date of this prospectus, no options to purchase shares of our common stock were outstanding.

As a result of the provisions of Rules 144 and 701, additional shares will be available for sale in the public market upon the expiration or, if earlier, the waiver of the lock-up period provided for in the lock-up agreements, subject, in some cases, to volume limitations.

Additional Registration Statements

In addition, shares of common stock may be granted under our stock incentive plan. See “Executive Compensation—2014 Stock Incentive Plan.” We intend to file one or more registration statements under the Securities Act after this offering to register up to shares of our common stock issued or reserved for issuance under our equity incentive plans. These registration statements will become effective upon filing, and shares covered by these registration statements will be eligible for sale in the public market immediately after the effective dates of these registration statements, subject to any limitations on exercise under our equity incentive plan, the lock-up agreements described in “Underwriting” and Rule 144 limitations applicable to affiliates.

Registration Rights Agreement

Prior to the consummation of this offering, we will enter into a registration rights agreement with Lone Star. The terms of the registration rights agreement will include provisions for demand registration rights and piggyback registration rights in favor of Lone Star. The registration rights agreement will not provide for the payment of any consideration by us to Lone Star if a registration statement for the resale of shares of common stock held by Lone Star is not declared effective or if the effectiveness is not maintained. Immediately following consummation of this offering, shares of our common stock will be entitled to these registration rights. Shares registered with the SEC pursuant to these registration rights will be eligible for sale in the public markets upon effectiveness of the registration statement covering those shares. However, the underwriting agreement and lock-up agreements prohibit us from a filing any registration statement for the resale of shares of common stock held by Lone Star for a period of 180 days after the date of this prospectus without the prior consent of the representatives. By exercising its registration rights and causing a large number of shares to be registered and sold in the public market, Lone Star could cause the price of the common stock to fall. In addition, any demand to include these shares in our registration statements could have a material adverse effect on our ability to raise needed capital. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Subject to the terms of the registration rights agreement, Lone Star, the holder of shares of our common stock, will have the right to require that we register its shares under the Securities Act for sale to the public. We must pay all expenses, except for underwriters’ discounts and commissions, incurred in connection with the exercise of these demand registration rights.

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Lone Star, the holder of shares of our common stock, will have piggyback registration rights under the terms of the registration rights agreement. The registration rights agreement will provide that Lone Star has the right to include its shares in any registration that we effect under the Securities Act, other than a registration effected pursuant to an exercise of demand registration rights, subject to specified exceptions. We must pay all expenses, except for underwriters’ discounts and commissions, incurred in connection with these piggyback registration rights.

Effects of Sales of Shares

No predictions can be made as to the effect, if any, that sales of shares of our common stock from time to time, or the availability of shares of our common stock for future sale, may have on the market price for shares of our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our common stock and could impair our future ability to obtain capital through an offering of equity securities.

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U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of material U.S. federal income and estate tax consequences of the acquisition, ownership, and disposition of our common stock purchased pursuant to this offering by a non-U.S. holder. As used in this prospectus, the term “non-U.S. holder” means a beneficial owner of 5% or less of our common stock that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust and is not any of the following:

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an individual who is a citizen or resident of the United States;

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a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state thereof (including the District of Columbia);

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

An individual who is not a citizen of the United States may, subject to certain restrictions as well as limitations contained in any applicable income tax treaties, be deemed to be a resident of the United States by reason of being present in the United States for at least 31 days in the calendar year and an aggregate of at least 183 days during a three year period ending in the current calendar year (counting for such purposes all of the days present in the current year, one-third of the days present in the immediate preceding calendar year and one sixth of the days present in the second preceding calendar year). U.S. residents are generally taxed for U.S. federal income tax purposes in the same manner as U.S. citizens.

This discussion assumes that you will hold our common stock issued pursuant to this offering as a capital asset within the meaning of the Internal Revenue Code of 1986, as amended, or the Code (i.e., generally, property held for investment). This discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular non-U.S. holder in light of the holder’s individual investment or tax circumstances, or to non-U.S. holders that are subject to special tax rules. In addition, this description of U.S. tax consequences does not address:

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U.S. state and local or non-U.S. tax consequences;

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U.S. federal gift tax consequences;

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specific facts and circumstances that may be relevant to a particular non-U.S. holder’s tax position;

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the tax consequences for the stockholders, partners or beneficiaries of a non-U.S. holder;

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special tax rules that may apply to some non-U.S. holders, including without limitation, banks, insurance companies, financial institutions, hybrid entities, broker-dealers, tax-exempt entities, controlled foreign corporations, passive foreign investment companies or U.S. expatriates; or

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special tax rules that may apply to a non-U.S. holder that holds our common stock as part of a straddle, hedge or conversion transaction or other integrated investment.

If a partnership is a beneficial owner of our common stock, the treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A beneficial owner of our common stock that is a partnership and partners in such a partnership should consult their tax advisors regarding the U.S. federal income tax consequences of acquiring, owning, and disposing of our common stock.

This discussion is based on current provisions of the Code, final, temporary and proposed U.S. Treasury regulations, judicial opinions, published positions of the U.S. Internal Revenue Service, or IRS, and other applicable authorities, all as in effect on the date hereof and all of which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought, and will not seek, any ruling from the IRS or any opinion of counsel with

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respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained.

We urge you to consult your tax advisor regarding the U.S. federal tax consequences of acquiring, owning or disposing our common stock, as well as any tax consequences that may arise under the laws of any foreign, state, local or other taxing jurisdiction or under any applicable tax treaty.

Dividends

We have no present intention to pay dividends on our common stock. However, if distributions of cash or property (other than certain stock distributions) are made to non-U.S. holders on shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of earnings and profits will constitute a return of capital that is applied against and reduces the non-U.S. holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “—Gain on Sale, Exchange or Other Taxable Disposition of Common Stock” below.

Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States generally will be subject to withholding of U.S. federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the requirements for and manner of claiming the benefits of such treaty (including, without limitation, the need to obtain a U.S. taxpayer identification number).

If the non-U.S. holder is engaged in a trade or business in the United States, either directly or through an entity treated as a partnership for U.S. tax purposes, and the dividends are effectively connected with the conduct of such trade or business, and, if provided in an applicable income tax treaty, are dividends attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States, then the dividends are not subject to the U.S. withholding tax, but instead are subject to U.S. federal income tax on a net income basis at applicable graduated U.S. federal income tax rates and in a manner applicable to U.S. persons. Certain certification and disclosure requirements must be complied with for effectively connected income or income attributable to a permanent establishment to be exempt from withholding. Any effectively connected dividends or dividends attributable to a permanent establishment received by a non-U.S. holder that is treated as a foreign corporation for U.S. tax purposes may be subject to an additional “branch profits tax” at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty.

To claim the benefit of a tax treaty or an exemption from withholding because dividends are effectively connected with the conduct of a trade or business in the United States, a non-U.S. holder generally must provide to the withholding agent a properly executed IRS Form W-8BEN (or successor form) for treaty benefits or IRS Form W-8ECI (or successor form) for effectively connected income, before the payment of dividends, and, if claiming the benefit of a tax treaty, generally must certify under penalties of perjury on the appropriate forms that such non-U.S. holder is not a U.S. person and is eligible for treaty benefits. These forms may need to be periodically updated. Non-U.S. holders may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund along with the required information. However,

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in the case of common stock held by a foreign partnership, the certification requirement generally will be applied to the partners of the partnership and the partnership will be required to provide certain information;

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in the case of common stock held by a foreign trust, the certification requirement generally will be applied to the trust or the beneficial owners of the trust depending on whether the trust is a “foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the U.S. Treasury regulations; and

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look-through rules will generally apply for tiered partnerships, foreign simple trusts and foreign grantor trusts.

A non-U.S. holder that is a foreign partnership or a foreign trust is urged to consult its own tax advisor regarding its status under U.S. tax law and the certification requirements applicable to it.

Gain on Sale, Exchange or Other Taxable Disposition of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax, including by way of withholding, on gain recognized on a sale, exchange or other taxable disposition of our common stock unless any one of the following applies:

The non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other taxable disposition and certain other requirements are met;

The gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, directly or through an entity treated as a partnership for U.S. tax purposes and, if an applicable tax treaty requires, attributable to a U.S. permanent establishment or fixed base of such non- U.S. holder; or

We are or have been, at any time during the five-year period preceding such disposition (or the non- U.S. holder’s holding period, if shorter) a “United States real property holding corporation,” within the meaning of Section 897(c)(2) of the Code, unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, during the relevant period. Generally, a United States corporation is treated as a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business.

We believe that we have not been and are not currently a United States real property holding corporation, and we do not expect to become a United States real property holding corporation. However, no assurances can be made in this regard. Furthermore, no assurances can be provided that our stock will be considered to be regularly traded on an established securities market for this purpose.

Non-U.S. holders described in clause (1) above are taxed on their gains (including gains from sales of our common stock and net of applicable U.S. losses from sales or exchanges of other capital assets incurred during the year) at a flat rate of 30% or such lower rate as may be specified by an applicable income tax treaty. Non- U.S. holders described in clause (2) or (3) above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates and in a manner applicable to U.S. persons, unless an applicable income tax treaty provides otherwise. If a non-U.S. holder described in clause (2) is a corporation, it may be subject to the additional branch profits tax at a rate equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. In addition, if we are determined to be a United States real property holding corporation and our common stock is not regularly traded on an established securities market, then a purchaser may be required to withhold 10% of the proceeds payable to a non-U.S. holder from a sale or other taxable disposition of our common stock.

U.S. Federal Estate Taxes

Our common stock beneficially owned or treated as beneficially owned by an individual who at the time of death is not a citizen or resident of the United States (as specifically defined for U.S. federal estate tax purposes), and certain lifetime transfers of an interest in common stock made by such an individual, will be included in his or her gross estate for U.S. federal estate tax purposes and, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise. Estates of nonresident alien individuals are generally

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allowed a statutory credit that has the effect of offsetting the U.S. federal estate tax imposed on the first $60,000 of the taxable estate.

Legislation Affecting Taxation of Common Stock Held by or Through Foreign Entities

Under legislation enacted in 2010, a 30% U.S. federal withholding tax will be imposed on dividends on stock of U.S. corporations, and on the gross proceeds from the disposition of such stock, paid to a “foreign financial institution” (as specially defined for this purpose), unless such institution enters into an agreement with the U.S. Treasury to withhold on certain payments and to collect and provide to the U.S. Treasury substantial information regarding its U.S. account holders and certain account holders that are foreign entities with U.S. owners or such institution otherwise qualifies for an exemption from these rules. A 30% U.S. federal withholding tax will also apply to dividends paid on stock of U.S. corporations and on the gross proceeds from the disposition of such stock paid to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity or such non-financial foreign entity otherwise qualifies for an exemption from these rules. The requirements described above may be modified under “intergovernmental agreements” entered into by the United States with certain foreign countries. The withholding taxes described above will apply to dividend payments made after June 30, 2014 and payments of gross proceeds from dispositions occurring after December 31, 2016. Under certain circumstances, a non-U.S. holder may be eligible for refunds or credits of such withholding taxes. Investors are urged to consult with their own tax advisors regarding the possible application of these rules to their investment in our common stock.

Information Reporting and Backup Withholding

Under U.S. Treasury regulations, we must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such non-U.S. holder and the tax withheld with respect to those dividends. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected to the conduct of the non-U.S. holder’s trade or business within the United States or withholding was reduced or eliminated by an applicable tax treaty. Copies of the information returns reporting those dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

The gross amount of dividends paid to a non-U.S. holder that fails to certify its non-U.S. holder status in accordance with applicable U.S. Treasury regulations and fails to otherwise establish an exemption generally will be reduced by backup withholding at the applicable rate (currently 28%).

A non-U.S. holder is generally required to certify its non-U.S. status under penalties of perjury or otherwise establish an exemption in order to avoid information reporting and backup withholding on disposition proceeds where the transaction is effected by or through a U.S. office of a broker.

U.S. information reporting and backup withholding generally will not apply to a payment of proceeds of a disposition of common stock where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. However, information reporting requirements, but generally not backup withholding, generally will apply to such a payment if the broker is (i) a U.S. person; (ii) a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States; (iii) a controlled foreign corporation as defined in the Code; (iv) a foreign partnership with certain U.S. connections; or (v) a U.S. branch of a foreign bank or a foreign insurance company, unless the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain conditions are met or the holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that certain

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required information is furnished to the IRS in a timely manner. Non-U.S. holders should consult their own tax advisors regarding application of backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding under current U.S. Treasury regulations.

The foregoing discussion is only a summary of certain U.S. federal income and estate tax consequences of the acquisition, ownership and disposition of our common stock by non-U.S. holders. You are urged to consult your own tax advisor with respect to the particular tax consequences to you of ownership and disposition of our common stock, including the effect of any U.S., state, local, non-U.S. or other tax laws and any applicable income or estate tax treaty.

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UNDERWRITING

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and RBC Capital Markets, LLC are acting as joint book-running managers of the offering and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Barclays Capital Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
Zelman Partners LLC
SunTrust Robinson Humphrey, Inc.
Stephens Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the underwriters’ option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares than the total number set forth in the table above, we have granted to the underwriters an option, exerciseable 30 days from the date of this prospectus, to purchase up to additional shares at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors, certain of our employees and stockholder have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time which, in the case of officers and directors, shall be with notice.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations among us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management and currently prevailing general conditions in the equity

121

securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We intend to apply to have our shares listed on the NYSE under the symbol “CBPX.”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.


	Paid by Continental Building Products, Inc.
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that our portion of the total expenses of this offering will be $ .

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters’ option to purchase additional shares, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

•

“Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

•

“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

•

Covering transactions involve purchases of shares either pursuant to the underwriters’ option to purchase additional shares or in the open market in order to cover short positions.

•

To close a naked short position, the underwriters must purchase shares in the open market . A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

To close a covered short position, the underwriters must purchase shares in the open market or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

122

Conflicts of Interest

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve our securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the underwriters are lenders, and in the case of Credit Suisse Securities (USA) LLC, joint lead arranger and joint bookrunner, and RBC Capital Markets, joint lead arranger, joint bookrunner and syndicate agent, for the lenders, under our First Lien Credit Agreement and Second Lien Credit Agreement.

Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, each of whom are underwriters in this offering, or their affiliates, will receive more than 5% of the net proceeds of this offering in connection with the prepayment of a portion of our first and second lien credit facilities. See “Use of Proceeds.” Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined by the FINRA rules, participate in the preparation of the registration statement and the prospectus and exercise the usual standards of due diligence in respect thereto, and Citigroup Global Markets Inc. has served in that capacity and will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. We have agreed to indemnify Citigroup Global Markets Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. To comply with FINRA Rule 5121, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC will not confirm sales to any account over which it exercises discretionary authority without the specific written approval of the transaction of the accountholder.

Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

123

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)I of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

124

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest

125

in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia (“Corporations Act”)) in relation to the common stock has been or will be lodged with the Australian Securities & Investments Commission (“ASIC”).

This document has not been lodged with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a)

you confirm and warrant that you are either:

(i)

a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;

(ii)

a “sophisticated investor” under section 708(8)I or (d) of the Corporations Act and that you have provided an accountant’s certificate to us which complies with the requirements of section 708(8)I(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

(iii)

a person associated with the company under section 708(12) of the Corporations Act; or

(iv)

a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this document is void and incapable of acceptance; and

(b)

you warrant and agree that you will not offer any of the common stock for resale in Australia within 12 months of that common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

126

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain legal matters in connection with the shares of common stock offered hereby will be passed upon for the underwriters by Baker Botts L.L.P.

EXPERTS

The combined financial statements of the gypsum division of Lafarge North America Inc. at December 31, 2012 and 2011, and for each of the two years in the period ended December 31, 2012, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits, of which this prospectus is a part, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the shares of common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Washington, DC 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0330. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you for free on the SEC’s website at www.sec.gov. Upon consummation of this offering we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information. You will be able to inspect and copy these reports and other information at the public reference facilities maintained by the SEC at the address noted above. You will also be able to obtain copies of these materials from the Public Reference Room of the SEC at the address noted above or inspect them without charge at the SEC’s website. We intend to make available to our common stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

127

INDEX TO FINANCIAL STATEMENTS

CONTINENTAL BUILDING PRODUCTS, INC.


	Page #
Unaudited Condensed Consolidated (Successor)/Condensed Combined (Predecessor) Financial Statements
Condensed Statements of Operations		F-2
Condensed Statements of Comprehensive Income (Loss)		F-3
Condensed Balance Sheets		F-4
Condensed Statements of Cash Flows		F-5
Condensed Statements of Changes in Net Parent Investment and Equity		F-6
Notes to Condensed Financial Statements		F-7

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.
Audited Combined Financial Statements:
Report of Independent Registered Public Accounting Firm		F-20
Combined Statements of Operations		F-21
Combined Statements of Comprehensive Loss		F-22
Combined Balance Sheets		F-23
Combined Statements of Cash Flows		F-24
Combined Statements of Changes in Net Parent Investment		F-25
Notes to Combined Financial Statements		F-26

F-1

CONTINENTAL BUILDING PRODUCTS, INC.

UNAUDITED CONDENSED CONSOLIDATED (SUCCESSOR) / CONDENSED COMBINED (PREDECESSOR) STATEMENTS OF OPERATIONS


	Successor			Predecessor
	July 26, 2013 to September 30, 2013			January 1, 2013 to August 30, 2013			Nine Months Ended September 30, 2012
				(in thousands)
Net sales	$	35,630		$	252,248		$	223,449
Costs and operating expenses:
Cost of goods sold		31,537			195,338			213,474
Selling and administrative
Direct		6,200			19,338			20,077
Allocated from Lafarge		—			4,945			5,477

Total costs and operating expenses		37,737			219,621			239,028

Operating income (loss)		(2,107	)		32,627			(15,579	)

Other income and (expenses):
Other income (expense), net		85			(191	)		(15	)
Interest expense, net		(2,364	)		(91	)		(150	)

(Loss) income before loss from equity method investment and income taxes		(4,386	)		32,345			(15,744	)
Loss from equity method investment		—			(30	)		(156	)

(Loss) income before income taxes		(4,386	)		32,315			(15,900	)
Income tax (expense) benefit		(254	)		(130	)		65

Net (loss) income	$	(4,640	)	$	32,185		$	(15,835	)

F-2

CONTINENTAL BUILDING PRODUCTS, INC.

UNAUDITED CONDENSED CONSOLIDATED (SUCCESSOR) / CONDENSED COMBINED (PREDECESSOR) STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Successor			Predecessor
	July 26, 2013 to September 30, 2013			January 1, 2013 to August 30, 2013		Nine Months Ended September 30, 2012
	(in thousands)
Net (loss) income	$	(4,640	)	$	32,185	$	(15,835	)
Foreign currency translation adjustments		266			2,707		(1,923	)

Comprehensive income (loss)	$	(4,374	)	$	34,892	$	(17,758	)

F-3

CONTINENTAL BUILDING PRODUCTS, INC.

CONDENSED CONSOLIDATED (SUCCESSOR) / CONDENSED COMBINED (PREDECESSOR) BALANCE SHEETS


	Pro forma September 30, 2013 (unaudited)			Successor			Predecessor
	Pro forma September 30, 2013 (unaudited)			September 30, 2013 (unaudited)			December 31, 2012
				(in thousands)
Assets
Cash	$	11,528		$	16,760		$	—
Receivables, net		36,397			36,397			23,350
Inventories		34,271			34,271			29,206
Prepaid expenses and other current assets		4,169			4,169			1,026

Total current assets		86,365			91,597			53,582
Property, plant and equipment, net		390,818			390,818			386,270
Customer relationships and other intangibles, net		131,240			131,240			3,829
Goodwill		116,171			116,171			94,360
Other assets		31,270			28,134			18,705

Total Assets	$	755,864		$	757,960		$	556,746


Liabilities and Equity
Accounts payable	$	26,429		$	26,429		$	30,168
Accrued and other liabilities		5,415			5,415			7,361
Notes payable, current portion		4,150			3,200			—

Total current liabilities		35,994			35,044			37,529
Deferred taxes		254			254			6,145
Capital lease obligations		—			—			2,839
Notes payable, noncurrent portion		589,351			462,036			—

Total liabilities		625,599			497,334			46,513

Common stock		—			—			—
Additional paid-in capital		135,000			265,000			—
Accumulated other comprehensive income (loss)		266			266			(5,560	)
Accumulated deficit		(5,001	)		(4,640	)		—
Accumulated net contributions from parent		—			—			515,793

Total equity		130,265			260,626			510,233

Total Liabilities and Equity		755,864		$	757,960		$	556,746

F-4

CONTINENTAL BUILDING PRODUCTS, INC.

UNAUDITED CONDENSED CONSOLIDATED (SUCCESSOR) / CONDENSED COMBINED (PREDECESSOR) STATEMENTS OF CASH FLOWS


	Successor			Predecessor
	July 26, 2013 to September 30, 2013			January 1, 2013 to August 30, 2013			Nine Months Ended September 30, 2012
	(in thousands)
Cash flows from operating activities:
Net (loss) income	$	(4,640	)	$	32,185		$	(15,835	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,594			16,886			29,929
Amortization of debt issuance costs and debt discount		191			—			—
Gain (Loss) on disposal of property, plant and equipment		—			(1,115	)		15
Gain (Loss) from equity method investment		—			30			156
Deferred taxes		254			182			204
Change in assets and liabilities:
Receivables		(4,396	)		(8,655	)		(11,499	)
Inventories		2,294			(5,827	)		(2,386	)
Prepaid expenses and other current assets		(2,157	)		(1,783	)		(780	)
Other long-term assets		—			429			(1	)
Accounts payable		1,042			(5,738	)		4,191
Accrued and other liabilities		4,806			(3,996	)		(967	)
Other long-term liabilities		—			(126	)		(129	)

Net cash provided by operating activities		1,988			22,472			2,898

Cash flows from investing activities:
Capital expenditures		(43	)		(2,506	)		(2,144	)
Acquisition of predecessor		(700,082	)		—			—
Proceeds from the sale of equipment		—			—			21
Capital contributions to equity method investment		—			(66	)		(67	)
Distributions from equity method investment		—			552			641

Net cash used in investing activities		(700,125	)		(2,020	)		(1,549	)

Cash flows from financing activities:
Capital contribution (distribution) from (to) Lafarge NA, net		—			(20,452	)		(1,349	)
Capital contribution from Lone Star Funds		265,000			—			—
Proceeds from issuance of long-term debt, net of original issue discount		436,700			—			—
Proceeds from revolving credit facility		28,500			—			—
Debt issuance costs		(15,289	)		—			—

Net cash provided by (used in) financing activities		714,911			(20,452	)		(1,349	)

Effect of foreign exchange rates on cash and cash equivalents		(14	)		—			—
Net change in cash and cash equivalents		16,760			—			—
Cash, beginning of period		—			—			—

Cash, end of period	$	16,760		$	—		$	—

F-5

CONTINENTAL BUILDING PRODUCTS, INC.

UNAUDITED CONDENSED CONSOLIDATED (SUCCESSOR)/ CONDENSED COMBINED (PREDECESSOR) STATEMENTS OF CHANGES IN EQUITY/NET PARENT INVESTMENT


Predecessor	Accumulated Net Contributions from Parent			Accumulated Other Comprehensive Loss			Total Net Parent Investment
	(in thousands)
Balance at December 31, 2012	$	515,793		$	(5,560	)	$	510,233
Net transfers to Lafarge NA (parent)		(21,846	)		—			(21,846	)
Net income		32,185			—			32,185
Foreign currency translation adjustments		—			2,707			2,707

Balance at August 30, 2013	$	526,132		$	(2,853	)	$	523,279


Successor	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ Equity
Balance at July 26, 2013	$	—	$	—	$	—	$	—		$	—
Capital contribution from Lone Star Funds		—		265,000		—					265,000
Net loss		—		—		—		(4,640	)		(4,640	)
Foreign currency translation adjustments		—		—		266		—			266

Balance at September 30, 2013	$	—	$	265,000	$	266	$	(4,640	)	$	260,626

F-6

CONTINENTAL BUILDING PRODUCTS, INC.

UNAUDITED CONDENSED CONSOLIDATED (SUCCESSOR) / COMBINED (PREDECESSOR) FOOTNOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIODS JULY 26, 2013 TO SEPTEMBER 30, 2013 (SUCCESSOR), JANUARY 1, 2013 TO AUGUST 30, 2013 (PREDECESSOR) AND NINE MONTHS ENDED SEPTEMBER 30, 2012 (PREDECESSOR)

1. Background and Nature of Operations

Description of Business

Continental Building Products, Inc. (previously LSF8 Gypsum Holdings Company, LLC), (“CBP”, the “Company”, or the “Successor”) is a direct, wholly-owned subsidiary of LSF8 Gypsum Holdings Company, L.P., an affiliate of Lone Star Funds (“Lone Star”) and was formed on July 26, 2013. Prior to the acquisition of the gypsum division of Lafarge North America Inc. on August 30, 2013, further described below, CBP had no operating activity. The accompanying consolidated financial statements of CBP as of September 30, 2013 (the Successor) contain one month’s activity of the acquired business. The combined financial statements for the period from January 1, 2013 to August 30, 2013 and nine months ended September 30, 2012 include the historical accounts of the gypsum division of Lafarge North America Inc. (the “Predecessor”).

The Company manufactures gypsum wallboard related products for commercial and residential buildings and houses. The Company operates a network of three highly efficient wallboard facilities, all located in the eastern United States and produces joint compound at one plant in the United States and at another plant in Canada.

On December 3, 2013, LSF8 Gypsum Holdings Company, LLC was converted into Continental Building Products, Inc., a Delaware corporation.

The Acquisition

On June 24 2013, Lone Star entered into a definitive agreement with Lafarge North America Inc. to purchase the assets of its North American gypsum division for an aggregate purchase price of $700.1 million (the “Acquisition”) in cash. The closing of the Acquisition occurred on August 30, 2013. In the accompanying unaudited financial information, Successor refers to the Company and CBP and Predecessor refers to the gypsum division of Lafarge North America Inc. prior to the Acquisition.

Unaudited Pro Forma Balance Sheet

On December 2, 2013, we distributed a $130 million return of capital to our sponsor, Lone Star, funded primarily through increased borrowings under our First and Second Lien Credit Agreements. The unaudited pro forma balance sheet presents this dividend as if it occurred on September 30, 2013. Payments to the lender in the amount of $4.9 million (including original issue discount) and $0.4 million expensed for third party debt issuance costs were assumed to be paid from cash.

2. Significant Accounting Policies

Basis of Presentation—Successor

The accompanying consolidated financial statements for CBP have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions have been eliminated.

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The Company’s financial statements reflect the Acquisition of the Predecessor that occurred on August 30, 2013, which was accounted for as a business combination. In connection with the Acquisition, $3.3 million in acquisition related costs were incurred, which are reported as selling and administrative costs in the accompanying statement of operations of the Successor for the period from July 26, 2013 to September 30, 2013.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The Company is in the process of finalizing third-party valuations of certain assets with the assistance of a third-party valuation firm; thus, the measurements of property, plant and equipment, financial interest in Seven Hills, intangibles, and goodwill are subject to change.


	(in thousands)
Total current assets	$	70,371
Property, plant and equipment		393,509
Financial interest in Seven Hills JV		13,000
Trademarks		15,000
Customer Relationships		118,000
Goodwill		116,171
Total current liabilities		(25,969	)

Total purchase price	$	700,082

The fair value of accounts receivables acquired is $31.9 million (included in total current assets above), with the gross contractual amount being $33.3 million. The Company expects $1.4 million to be uncollectible.

There were no loss contingencies identified as part of this business combination.

The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of the Company. These come from the synergies that are obtained in operating the plants as part of a network, versus individually, and from an experienced employee base skilled at managing a process driven manufacturing environment. We expect the goodwill will be deductible for income tax purposes.

The following represents the unaudited pro forma income statement as if the Acquisition had occurred on January 1, 2012 (in thousands)


	9 months ended September 30, 2013			9 months ended September 30, 2012
Revenues	$	287,878		$	223,449
Net loss	$	(7,423	)	$	(62,048	)

These amounts have been calculated by adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2012, and to reflect the interest expense on the debt used to finance the acquisition (see Note 9).

Basis of Presentation—Predecessor

The accompanying combined financial statements for the Predecessor have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

The Predecessor financial statements have been derived from the consolidated financial statements and accounting records of Lafarge North America Inc. (“Lafarge N.A.”) using the historical results of operations and historical cost basis of the assets and liabilities of Lafarge N.A. that comprise the business acquired. These Predecessor financial statements have been prepared to demonstrate the historical results of operations, financial position, and cash flows for the indicated periods under Lafarge N.A.’s management that were acquired by CBP.

F-8

All intercompany balances and transactions have been eliminated. Transactions and balances between the Predecessor and Lafarge N.A. and its subsidiaries are reflected as related party transactions within these financial statements.

The accompanying Predecessor combined financial statements include the assets, liabilities, revenues and expenses that are specifically identifiable to the acquired business and reflect all costs of doing business related to their operations, including expenses incurred by other entities on the Predecessor’s behalf. In addition, certain costs related to the Predecessor have been allocated from Lafarge N.A. Those allocations are derived from multiple levels of the organization including shared corporate expenses from Lafarge N.A. and fees from Lafarge N.A.’s parent company related to certain service and support functions. The costs associated with these services and support functions (indirect costs) have been allocated to the Predecessor using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount, or proportionate direct labor costs compared to Lafarge N.A. and/or its subsidiaries. These allocated costs are primarily related to corporate administrative expenses, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in the Predecessor financial statements on a separate return basis as described in Note 8.

The Predecessor utilized Lafarge N.A.’s centralized processes and systems for cash management, payroll, and purchasing. As a result, all cash received by the Predecessor was deposited in and commingled with Lafarge N.A.’s general corporate funds and was not specifically allocated to the Predecessor. The net results of these cash transactions between the Predecessor and Lafarge N.A. are reflected within “Net parent investment” in the accompanying Combined Balance Sheet. In addition, the net parent investment represents Lafarge N.A.’s interest in the recorded net assets of the Predecessor and represents the cumulative net investment by Lafarge N.A. in the Predecessor through the dates presented, inclusive of cumulative operating results.

Management believes the assumptions and allocations underlying the Predecessor combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessor during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Predecessor been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Predecessor’s separation from Lafarge N.A. will include costs and expenses incurred by the Company that may be materially different than the Predecessor’s historical results of operations. Accordingly, the financial statements for these periods under the Predecessor are not indicative of the Company’s future results of operations, financial position and cash flows.

Basis of Presentation

Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. Management believes that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position of CBP and the Predecessor and results of operations and cash flows for the periods presented.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Seasonal changes and other conditions can affect the sales volumes of the Company’s products. Therefore, the financial results for any interim period do not necessarily indicate the expected results for the year.

F-9

The financial statements should be read in conjunction with the Predecessor’s audited combined financial statements and the notes thereto for the year ended December 31, 2012. The Company has continued to follow the accounting policies set forth in those combined financial statements.

3. Receivables

Receivables consist of the following ( In thousands ):


	Successor September 30, 2013			Predecessor December 31, 2012
Trade receivables	$	38,167		$	25,895
Allowances		(1,770	)		(2,545	)

Total receivables, net	$	36,397		$	23,350

At December 31, 2012, under the Predecessor, Lafarge N.A. maintained accounts receivable securitization programs in both the U.S and Canada to provide additional sources of working capital and long-term financing. Under the terms of the securitization agreement, Lafarge N.A. maintained effective control over the assets sold and therefore the accounts receivable securitization transactions have not been accounted for as sales. As a result, the related accounts receivable are included in Lafarge N.A. financial statements and those directly attributable to the Predecessor have been reflected in these financial statements. The related secured borrowing and interest costs have not been allocated to the Predecessor as the obligation was, and remained, a liability of Lafarge N.A. CBP does not maintain an accounts receivable securitization program. Trade receivables are recorded net of credit memos issued during the normal course of business.

4. Inventories

Inventories consist of the following ( In thousands ):


	Successor September 30, 2013		Predecessor December 31, 2012
Finished products	$	9,342	$	5,856
Work in process		5		12
Raw materials and fuel		17,207		15,762
Spare parts, supplies and other		7,717		7,576

Total inventories	$	34,271	$	29,206

5. Property, Plant and Equipment

Property, plant and equipment consist of the following ( In thousands ):


	Successor September 30, 2013			Predecessor December 31, 2012
Land	$	12,900		$	3,978
Buildings		99,763			143,776
Plant machinery		273,588			441,195
Mobile equipment		1,764			7,667
Construction in progress		5,637			7,384

Property, plant and equipment, at cost		393,652			604,000
Accumulated depreciation and depletion		(2,834	)		(217,730	)

Total property, plant and equipment, net	$	390,818		$	386,270

F-10

Depreciation expense was $2.8 million for July 26, 2013 to September 30, 2013 (Successor), $16.1 million for January 1, 2013 to August 30, 2013 (Predecessor) and $28.7 million for the nine months ended September 30, 2012 (Predecessor). Depreciation expense for the Predecessor includes depreciation of certain equipment obtained under a capital lease arrangement.

Property and equipment includes $4.4 million at December 31, 2012 of certain equipment obtained under a capital lease arrangement that is included in “Buildings, machinery and equipment.” Accumulated depreciation related to such equipment under this capital lease arrangement was $2.4 million at December 31, 2012. This capital lease arrangement was terminated with a payment of $4.2 million to the owner of the equipment. A loss on this termination of $2.1 million is included in the cost of sales for the period July 26, 2013 to September 30, 2013, and $1.2 million is included in the cost of sales for the period January 1, 2013 to August 30, 2013 (Predecessor).

In September 2012, the Company closed its wallboard facility in Newark, New Jersey, and as a result, recorded an $11.3 million charge to accelerated depreciation of the facility and write-off of spare parts and other assets, which is reflected in costs of goods sold in the combined (Predecessor) statements of operations.

6. Customer Relationships and Other Intangibles

Customer relationships and other intangibles consist of the following ( In thousands ):


	Successor September 30, 2013			Predecessor December 31, 2012
Customer relationships	$	118,000			7,224
Purchased and internally developed software		—		$	20,618
Trademarks		15,000			317

Customer relationships and other intangibles, at cost		133,000			28,159
Accumulated amortization		(1,760	)		(24,330	)

Customer relationships and other intangibles, net	$	131,240		$	3,829

Amortization expense is included in cost of sales and was $1.8 million for July 26, 2013 to September 30, 2013 (Successor), $0.8 million for January 1, 2013 to August 30, 2013 (Predecessor), and $1.2 million for the nine months ended September 30, 2012 (Predecessor). Amortization of customer relationships is done over a 15 year period using an accelerated method that reflects the expected future cash flows from the acquired customer-related intangible asset. Trademarks are amortized on a straight-line basis over the estimated useful life of 15 years.

Unamortized capitalized software costs were $1.0 million at December 31, 2012. Amortization expense related to capitalized software was $0.3 million for January 1, 2013 to August 30, 2013 (Predecessor) and $0.7 million for the nine months ended September 30 2012 (Predecessor). CBP did not acquire capitalized software as part of its acquisition of the Predecessor, and has not incurred any costs related to internal-use software that are capitalizable.

Based on the intangible assets recorded as of September 30, 2013, amortization expense for the remaining three months in the year ended December 31, 2013 and the years ending December 31, 2014, 2015, 2016, 2017 and 2018 is expected to be approximately $5.1 million, $19.2 million, $14.8 million, $12.3 million, $10.6 million, and $9.4 million, respectively. These amounts may vary as acquisitions and dispositions occur in the future.

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7. Accrued and Other Liabilities

Accrued and other liabilities consist of the following ( In thousands ):


	Successor September 30, 2013		Predecessor December 31, 2012
Vacation and other employee-related costs	$	1,911	$	6,237
VAT taxes		1,318		729
Restructuring		—		163
Interest		2,186		—
Other		—		232

Total accrued and other liabilities	$	5,415	$	7,361

8. Income Taxes

The Company is required at the end of each interim reporting period to make its best estimate of the annual effective tax rate. For the period July 26, 2013 to September 30, 2013 (Successor), a pre-tax loss of $4.4 million was generated. The Company considers all available negative and positive evidence in assessing the need for a valuation allowance. Due to the history of pre-tax losses generated by the Predecessor and the limited history of the Company, a deferred tax benefit was not recorded.

For January 1, 2013 to August 30, 2013 (Predecessor) and for the nine months ended September 30, 2012 (Predecessor), the effective tax rate was determined as if the Predecessor completed a separate return apart from its parent, Lafarge N.A., for the full fiscal year and used that rate to provide for income taxes on a current year-to-date basis. As such, the 2013 and 2012 annual effective tax rate was used to provide for income taxes in the combined statements of operations for January 1, 2013 to August 30, 2013 and for the nine months ended September 30, 2012.

The Company is subject to audit examinations at federal, state and local levels by tax authorities in those jurisdictions. In addition, the Canadian operations are subject to audit examinations at federal and provincial levels by tax authorities in those jurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty. The Company does not believe that the operations gave rise to any material tax exposures and the Company did not identify any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of the uncertain tax position guidance.

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9. Debt

Debt consists of the following:


	Successor September 30, 2013			Predecessor December 31, 2012
First Lien Credit Agreement with quarterly principal payments, maturing on August 28, 2020; interest rate of LIBOR (with a 1% floor) plus 3.5%; average annual interest rate of 4.5%, before original issue discount	$	320,000			—
Second Lien Credit Agreement maturing on February 26, 2021; interest rate of LIBOR (with a 1% floor) plus 7.5%; average annual interest rate of 8.5%, before original issue discount		120,000			—
Borrowings under First Lien Credit Agreement Revolver		28,500			—
Less: Original issue discount (net of amortization)		(3,264	)		—

Total debt	$	465,236			—
Less: Current portion of long-term debt		(3,200	)		—

Long-term debt		462,036			—

In connection with the Acquisition, CBP purchased all of the assets of the Predecessor with cash. In order to finance a portion of the consideration payable to the Predecessor on August 30, 2013, the Successor entered into a First Lien Credit Agreement for borrowings of $320 million, a Second Lien Credit Agreement for borrowings of $120 million, and drew $25 million under a $50 million revolving credit facility as part of the First Lien Credit Agreement. In conjunction with the issuance of this debt, the Company incurred $15.3 million of debt issuance costs which are recorded as an asset and are being amortized using the effective interest rate method or the straight-line method which approximates the effective interest rate method, over the estimated life of the related debt.

The First Lien Credit Agreement was issued with a discount of $2.1 million and is secured by the underlying property and equipment of the Company. Principal payments of $800,000 are due quarterly with a final payment of $298.4 million due on August 28, 2020. Interest is floating, based on LIBOR (with a floor of 1%), plus 350 basis points. The annual effective interest rate on the First Lien Credit Agreement including original issue discount and amortization of debt issuance costs is 5.1%.

The Second Lien Credit Agreement was issued with a discount of $1.2 million and has a second lien on the underlying property and equipment of the Company. No principal payments are required until maturity on February 26, 2021. Interest is floating, based on LIBOR (with a floor of 1%), plus 750 basis points. The annual effective interest rate on the Second Lien Credit Agreement including original issue discount and amortization of debt issuance costs is 9.4%.

The First Lien Credit Agreement also has a $50 million revolver (the “Revolver”), of which $28.5 million was drawn as of September 30, 2013. Interest is floating, based on LIBOR (with a floor of 1%), plus 300 basis points. In addition, CBP pays a facility fee of 50 basis points per annum on the total Revolver facility. Availability under the Revolver, based on draws and outstanding letters of credit and that there are no violations of covenants, was $19.2 million at September 30, 2013.

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The table below shows the future minimum principal payments due under the credit agreements.


	Amount Due
	in thousands
Remaining 2013	$	800
2014		3,200
2015		3,200
2016		3,200
2017		3,200
2018		31,700
Thereafter		423,200

Under the terms of the credit agreements above, the Company is required to comply with certain covenants, including among others, the limitation of indebtedness, limitation on liens, and limitations on certain cash distributions. One single financial covenant governs all of the Company’s debt and only applies if the outstanding borrowings of the Revolver plus outstanding letters of credit are greater than $12.5 million as of the end of the quarter, beginning with the quarter ending December 31, 2013. The financial covenant is a total leverage ratio calculation, in which total debt less outstanding cash is divided by adjusted earnings before interest, depreciation and amortization. Assuming the covenant is applicable for year-end, the December 31, 2013, total leverage ratio financial covenant would be 6.50.

10. Commitments and Contingencies

The Company leases certain buildings and equipment. The Company’s facility and equipment leases may provide for escalations of rent or rent abatements and payment of pro rata portions of building operating expenses. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The Predecessor terminated the leases at a facility at the Port of Newark prior to the Acquisition. During January 1, 2013 to August 30, 2013, total rent paid on this lease, including a termination fee, was $4.2 million. Total expenses under operating leases were $0.4 million for July 26, 2013 to September 30, 2013 (Successor). Including Newark, total expenses under operating leases were $7.8 million for January 1, 2013 to August 30, 2013 (Predecessor), and $5.6 million for the nine months ended September 30, 2012. The Company also has noncapital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. The total amounts purchased under such commitments were $5.8 million for July 26, 2013 to September 30, 2013 (Successor), $47.9 million for January 1, 2013 to August 30, 2013 (Predecessor), and $46.8 million for the nine months ended September 30, 2012.

The table below shows the future minimum lease payments due under non-cancelable operating leases and purchase commitments at September 30, 2013 ( In thousands ):


	Total		Remaining 2013		2014		2015		2016		2017		2018 and later
Operating leases(1)	$	2,086	$	460	$	1,028	$	509	$	44	$	33	$	12
Purchase commitments		194,624		8,411		33,960		32,269		20,762		17,658		81,564

Total commitments	$	196,710	$	8,871	$	34,988	$	32,778	$	20,806	$	17,691	$	81,576

(1)

The table reflects future minimum lease payments over the non-cancelable lease terms of its operating lease.

Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. At September 30, 2013 the Company had outstanding letters of credit of approximately $2.3 million and at December 31, 2012 the Predecessor had outstanding letters of credit of approximately $1.4 million.

F-14

In the ordinary course of business, the Company executes contracts involving indemnifications standard in the industry and indemnifications specific to a transaction such as sale of a business. These indemnifications might include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, it is the opinion of management that these guarantees and indemnifications are not expected to have a materially adverse effect on the Company’s financial condition, results of operations or liquidity.

In August of 2011, three claimants brought suit against Lafarge N.A. in the United States District Court for the Middle District of Florida. The plaintiffs alleged claims for property damage and economic losses based on allegations that gypsum drywall manufactured by Lafarge N.A. was off-gassing hydrogen sulfide and damaging the plaintiffs’ homes and their contents. During 2012, the court dismissed this lawsuit, with prejudice, and without the payment of any money to the plaintiffs. Prior to the dismissal of the referenced suit, litigation had been threatened by 17 additional claimants (mainly represented by the same plaintiffs’ counsel) based on similar allegations, however, these claimants did not bring suit against Lafarge N.A. Should such claims ever be pursued, the Company believes the claims would be without merit because the Predecessor’s domestically produced wallboard does not exhibit the defects that have appeared exclusively in wallboard manufactured by certain Chinese wallboard producers, and as such, the claims would not have a material effect on the Company’s results of operations, financial position or cash flows.

Commencing in December of 2012, a series of antitrust cases were filed against most of the wallboard industry, including Lafarge N.A., in several jurisdictions including Philadelphia where the cases have now been consolidated. Plaintiffs generally allege that the industry colluded to raise prices in the years 2012 and 2013. The plaintiffs do not allege any direct evidence of an agreement among the defendants, and instead rely largely on alleged circumstantial evidence. The plaintiffs are not specific in the amount of damages claimed. However, based on the information known to us, we believe this litigation is without merit. Lafarge N.A. retains the defense of this litigation and liability for any monetary damages awarded in the event of any final judgment against the Company. For these reasons, we believe this litigation will not have a material effect on the Company’s results of operations, financial position or cash flows.

In the ordinary course of business, the Company is involved in certain legal actions and claims, including proceedings under laws and regulations relating to environmental and other matters. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the total liability for these legal actions and claims cannot be determined with certainty. When the Company determines that it is probable that a liability for environmental matters, legal actions or other contingencies has been incurred and the amount of the loss is reasonably estimable, an estimate of the costs to be incurred is recorded as a liability in the financial statements. As of September 30, 2013 and December 31, 2012, such liabilities are not material to the Company’s and the Predecessor’s financial statements, respectively. While management believes its accruals for such liabilities are adequate, the Company may incur costs in excess of the amounts provided. Although the ultimate amount of liability that may result from these matters or actions is not ascertainable, the Company believes that any amounts exceeding the recorded accruals will not materially affect its financial condition.

Following the acquisition, the Company’s sole membership interest holder, LSF8 Gypsum Holdings, L.P., implemented a cash-based long term incentive plan (the “LTIP”), in which participants have the potential to earn a cash payout upon a monetization event (as defined in the LTIP). Potential monetization events include the sale

F-15

of the Company, an initial public offering where the sponsor reduces its interest to below 50% or at the sponsor’s discretion, or through certain cash distributions as defined in the LTIP. At September 30, 2013, no such monetization events had occurred, and therefore no amounts were accrued in the accompanying balance sheet as of September 30, 2013.

11. Related Party Transactions

Allocated Expenses

The Predecessor has been allocated selling and general administrative expenses from Lafarge N.A. of $1.9 million for January 1, 2013 to August 30, 2013 and $2.9 million for the nine months ended September 30, 2012. These costs from Lafarge N.A. had been derived from multiple levels of the organization including shared corporate expenses and fees from the parent of Lafarge N.A. These allocated costs were primarily related to corporate administrative expenses and reorganization costs, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. The costs associated with these services and support functions (indirect costs) have been allocated to the Predecessor using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount or proportionate direct labor costs of the Predecessor compared to Lafarge N.A. and/or its subsidiaries.

In addition to the allocated selling and general administrative expenses noted above, the Predecessor recorded approximately $7.6 million for January 1, 2013 to August 30, 2013 and $7.9 million for the nine months ended September 30, 2012, in pension and other post-retirement benefits expense related its employees, which has been reflected within “Costs of goods sold” and “Selling and administrative” in the accompanying Combined Statements of Operations of the Predecessor. The Predecessor’s salaried employees and union hourly employees participate in defined benefit pension plans sponsored by the Parent. These plans include other Lafarge N.A. employees that are not employees of the Predecessor. Lafarge N.A. also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Predecessor. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 55 or later. Benefits, eligibility and cost-sharing provisions for hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, copayment and payments made by government programs and other group coverage. The related pension and post-retirement benefit liability has not been allocated to the Predecessor and has not been presented in the accompanying Predecessor balance sheet since the obligation remained a liability of Lafarge N.A. The Company does not have any pension or postretirement benefit plans in place.

In March 2013, the Parent announced changes to its pension and other post-retirement benefit plans except for certain plans under collectively bargained agreements. For post-retiree plans, benefits will no longer be offered to employees retiring after December 31, 2013. For the pension plans, benefits will accrue through December 31, 2018 and then will be frozen.

Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessor during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Predecessor been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Predecessor’s separation from Lafarge N.A. will include costs and expenses that may be materially different than the Predecessor’s historical results of operations. Accordingly, the financial statements for these periods are not indicative of the future results of operations, financial position and cash flows.

F-16

Other

Since the Acquisition, the Company is no longer part of the Lafarge N.A. organization but does have a Transition Services Agreement to help with certain ongoing back-office functions. These functions include, among others, accounting, treasury, tax, and information technology services. The Company pays Lafarge N.A. a fee for these services of $119,000 per month, escalating to $142,000 per month in 2014. These services are available through February 2015, but can be discontinued earlier by the Company.

On August 30, 2013, the Company entered into an advisory agreement with an affiliate of Lone Star to provide certain management oversight services to the Company, including assistance and advice on strategic plans, obtaining and maintaining certain legal documents, and communicating and coordinating with service providers. The Company pays 110% of actual costs for the services provided and as of September 30, 2013, we owed $0.6 million under this agreement. The agreement can be terminated by the Company or the affiliate of Lone Star with 30 days’ notice. Further, the agreement will be terminated upon the closing of the public offering of the Company’s stock, and upon the occurrence of such event, the Company will pay a termination fee of $2 million.

12. Financial Interest in Seven Hills

The Predecessor was a party to a paperboard liner venture with an unaffiliated third-party named Seven Hills, LLC (“Seven Hills”). This venture provided the Predecessor with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements. The Predecessor accounted for its investment in Seven Hills under the equity method of accounting. Since the Acquisition, the venture equity ownership has remained with Lafarge N.A., although many of the rights and obligations and underlying economics have been contractually transferred to the Company. Based on a preliminary allocation of the purchase price, $13.0 million, included in other assets in the consolidated balance sheet, related to the financial interest in the Seven Hills venture has been recorded and represents the fair value of the rights retained by the Company after the Acquisition. Going forward, we have elected the option to account for this financial interest at fair value with changes in fair value reflected in earnings during the period in which they occur. We elected to measure this financial interest at fair value, as permitted under ASC 825, Financial Instruments, to better reflect the expected future benefit of the acquired financial interest.

Paperboard purchased from Seven Hills was $4.4 million for July 26, 2013 to September 30, 2013, $33.1 million for January 1, 2013 to August 30, 2013, and $32.8 million for the nine months ended September 30, 2012. As a result of the agreement with Lafarge N.A. whereby most of the rights and obligations of Seven Hills were transferred to the Company, the Company also has certain purchase commitments for paper totaling $32.4 million through 2016.

13. Fair Value Measurements

For assets and liabilities measured at fair value on a recurring basis, quantitative disclosures about the fair value measurements are required to be disclosed separately for each major category of assets and liabilities, as follows:

Level 1: Quoted prices in active markets for identical assets

Level 2: Significant other observable inputs

Level 3: Significant unobservable inputs

The only assets or liabilities we had at September 30, 2013 that was recorded at fair value on a recurring basis is our financial interest in Seven Hills. We determine the fair value of this financial asset using the discounted cash flow method using assumptions derived from significant unobservable inputs and accordingly this valuation falls into Level 3 in the fair value hierarchy. The fair value of this asset at September 30, 2013 is $13.0 million. The significant unobservable input used in the fair value measurement of our financial interest is a discount rate which was estimated to be 16%. There was no change in the fair value of the financial interest in Seven Hills from the date of Acquisition to September 30, 2013.

F-17

The Company’s financial instruments in addition to the financial interest in Seven Hills include cash, accounts receivable, accounts payable and accrued expenses, and notes payable. The carrying values reported in the consolidated balance sheets for cash, accounts receivable, and accounts payable and accrued expenses approximate fair value. The Company estimates the fair value of its debt by discounting the future cash flows of each instrument using estimated market rates of debt instruments with similar maturities and credit profiles. These inputs are classified as Level 3 within the fair value hierarchy. As of September 30, 2013, the carrying value reported in the consolidated balance sheet for the Company’s notes payable approximated its fair value.

14. Segment Reporting

Segment information is presented in accordance with ASC 280, Segment Reporting (“ASC 280”), which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. The Company’s and Predecessor’s primary reportable segment is wallboard which represents approximately 95% of the revenues of the Company and Predecessor. This segment produces wallboard for the commercial and residential construction sectors. We also operate other business activities, primarily finishing products, which complement the Company’s full range of wallboard products.

Revenues from the major products sold to external customers include gypsum wallboard and finishing products.

The Company’s and Predecessor’s two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets.

The Company and Predecessor evaluate operating performance based on profit or loss from operations before certain adjustments as shown below. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. We did not provide asset information by segment as our CODM does not use such information for purposes of allocating resources and assessing segment performance.

Reportable segment information consists of the following ( In thousands ):


	Successor			Predecessor
	July 26, 2013 to September 30, 2013			January 1, 2013 to August 30, 2013			Nine Months Ended September 30, 2012
Net Sales:
Wallboard	$	34,291		$	240,225		$	210,974
Other		1,339			12,023			12,475

Total net sales	$	35,630		$	252,248		$	223,449

Operating income (loss):
Wallboard	$	(2,045	)	$	32,699		$	(15,079	)
Other		(62	)		(72	)		(500	)
Adjustments:
Interest Expense		(2,364	)		(91	)		(150	)
Loss from equity investment					(30	)		(156	)
Other expenses		85			(191	)		(15	)

Income (loss) before income tax benefit	$	(4,386	)	$	32,315			(15,900	)

Depreciation and Amortization
Wallboard	$	4,492		$	16,067		$	29,000
Other		102			819			929

Total depreciation and amortization	$	4,594		$	16,886		$	29,929

F-18

Information concerning principal geographic areas is as follows ( In thousands ):


	Successor		Predecessor				Successor		Successor
	July 26, 2013 to September 30, 2013		January 1, 2013 to August 30, 2013		Nine Months Ended September 30, 2012		September 30, 2013		September 30, 2013
	Net Sales		Net Sales		Net Sales		Fixed Assets		Total Assets
United States	$	31,468	$	221,995	$	195,358	$	386,439	$	739,831
Canada	$	4,162	$	30,253	$	28,091	$	4,379	$	18,129

15. Subsequent Events

Subsequent events have been evaluated through November 25, 2013, which is the date the financial statements were available to be issued.

Subsequent to the issuance of these financial statements, on December 2, 2013, we modified our First Lien Credit Agreement and Second Lien Credit Agreement and increased our borrowings by a total of $130 million with the proceeds distributed as a return of capital to our sponsor, Lone Star. The changes were considered a modification of the existing instruments in accordance with guidance provided by ASC 470-50.

The maturity dates for the First Lien Credit Agreement and Second Lien Credit Agreement remained the same. The First Lien was increased by $95 million from $320 million to a total $415 million with quarterly principal payments increased from $0.8 million to $1.0 million and the remaining amount due at maturity in 2020. The Second Lien was increased by $35 million from $120 million to $155 million and remains all due at maturity in 2021. The interest rate spread over LIBOR (with a 1% floor) was increased from plus 3.5% to plus 3.75% for the term loan under the First Lien Credit Agreement and from plus 7.5% to plus 7.75% for the term loan under the Second Lien Credit Agreement.

Total original issue discount and other fees of approximately $5 million were paid at closing. Third party debt issuance costs were expensed.

On December 3, 2013, LSF8 Gypsum Holdings Company, LLC was converted into Continental Building Products, Inc., a Delaware corporation.

F-19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Lafarge North America Inc.

We have audited the accompanying combined balance sheets of the gypsum division of Lafarge North America Inc. (the “Company”) as of December 31, 2012 and 2011, and the related combined statements of operations, comprehensive loss, cash flows and changes in net parent investment for the years then ended. These financial statements are the responsibility of the Company’s and Lafarge North America Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of the gypsum division of Lafarge North America Inc. at December 31, 2012 and 2011, and the combined results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Baltimore, Maryland

May 13, 2013

F-20

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

COMBINED STATEMENTS OF OPERATIONS


	Years Ended December 31,
	2012			2011
	(in thousands)
Net sales	$	311,410		$	252,111
Costs and operating expenses:
Cost of goods sold		289,936			279,638
Selling and administrative:
Direct		27,194			23,844
Allocated from Parent		7,037			9,745

Total costs and operating expenses		324,167			313,227

Operating loss		(12,757	)		(61,116	)
Other income and (expenses):
Other (expense) income, net		(87	)		303
Interest expense, net		(212	)		(273	)

Loss before (losses) earnings from equity method investment and income tax benefit		(13,056	)		(61,086	)
(Losses) earnings from equity method investment		(138	)		228

Loss before income tax benefit		(13,194	)		(60,858	)
Income tax benefit		352			316

Net loss	$	(12,842	)	$	(60,542	)

See accompanying notes to combined financial statements.

F-21

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

COMBINED STATEMENTS OF COMPREHENSIVE LOSS


	Years Ended December 31,
	2012			2011
	(in thousands)
Net loss	$	(12.842	)	$	(60,542	)
Foreign currency translation adjustments		(1,197	)		1,144

Comprehensive loss	$	(14,039	)	$	(59,398	)

See accompanying notes to combined financial statements.

F-22

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

COMBINED BALANCE SHEETS


	December 31,
	2012			2011
	(in thousands)
Assets
Cash	$	—		$	—
Receivables, net		23,350			11,012
Inventories		29,206			28,983
Prepaid expenses and other current assets		1,026			886

Total current assets		53,582			40,881
Property, plant and equipment, net		386,270			415,902
Software and other intangibles, net		3,829			5,287
Goodwill		94,360			94,360
Equity method investment		18,276			19,185
Other long-term assets		429			429

Total Assets	$	556,746		$	576,044

Liabilities and Net Parent Investment
Accounts payable	$	30,168		$	24,719
Accrued and other liabilities		7,361			7,438

Total current liabilities		37,529			32,157
Deferred taxes		6,145			5,955
Capital lease obligations		2,839			3,007

Total Liabilities		46,513			41,119

Accumulated other comprehensive loss		(5,560	)		(4,363	)
Accumulated net contributions from Parent		515,793			539,288

Total Net Parent Investment		510,233			534,925

Total Liabilities and Net Parent Investment	$	556,746		$	576,044

See accompanying notes to combined financial statements.

F-23

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

COMBINED STATEMENTS OF CASH FLOWS


	Years Ended December 31,
	2012			2011
	(in thousands)
Cash flows from operating activities:
Net loss	$	(12,842	)	$	(60,542	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,331			28,054
Loss (Gain) on disposal of property, plant and equipment		87			(303	)
Losses (Earnings) from equity method investment		138			(228	)
Deferred taxes		190			416
Change in assets and liabilities:
Receivables		(12,338	)		(5,038	)
Inventories		(154	)		(675	)
Prepaid expenses and other current assets		(133	)		2,175
Other long-term assets					(4	)
Accounts payable		5,396			1,459
Accrued and other liabilities		(109	)		(2,096	)
Other long-term liabilities		(168	)		(156	)

Net cash provided by (used in) operating activities		16,398			(36,938	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(5,205	)		(5,863	)
Software purchased or developed		(27	)		(116	)
Proceeds from sale of property, plant and equipment		21			1,202
Capital contributions to equity method investment		(84	)		(49	)
Distributions from equity method investment		855			855

Net cash used in investing activities		(4,440	)		(3,971	)
Cash flows from financing activities:
Capital (distribution) contribution (to) from parent, net		(11,958	)		40,909

Net cash (used in) provided by financing activities		(11,958	)		40,909

Net increase (decrease) in cash		—			—
Cash, beginning of period		—			—
Cash, end of period	$	—		$	—

See accompanying notes to combined financial statements

F-24

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

COMBINED STATEMENTS OF CHANGES IN NET PARENT INVESTMENT


	Accumulated Net Contributions from Parent			Accumulated Other Comprehensive Loss			Total Net Parent Investment
	(in thousands)
Balance at December 31, 2010	$	560,128		$	(5,507	)	$	554,621
Net loss		(60,542	)		—			(60,542	)
Foreign currency translation adjustments		—			1,144			1,144
Net transfers from Parent		39,702			—			39,702

Balance at December 31, 2011	$	539,288		$	(4,363	)	$	534,925
Net loss		(12,842	)		—			(12,842	)
Foreign currency translation adjustments		—			(1,197	)		(1,197	)
Net transfers to Parent		(10,653	)		—			(10,653	)

Balance at December 31, 2012	$	515,793		$	(5,560	)	$	510,233

See accompanying notes to combined financial statements.

F-25

GYPSUM DIVISION OF LAFARGE NORTH AMERICA INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. Background and Nature of Operations

The accompanying combined financial statements include the historical accounts of the gypsum division (the “Company”) of Lafarge North America Inc. (“Lafarge N.A.” or the “Parent”). The Company manufactures gypsum wallboard related products for commercial and residential buildings and houses. The Company operates a network of three highly efficient wallboard facilities, all located in the eastern United States and produces joint compound at one plant in the United States and at one plant in Canada. Lafarge N.A. is a large, diversified supplier of construction materials in the United States and Canada, producing and selling cement, ready-mixed concrete, aggregates, asphalt, paving and construction, pre-cast solutions and pipe products. Lafarge N.A. is a wholly-owned subsidiary of Lafarge S.A. (the “Group”), a French societe anonyme publicly traded on the Paris Stock Exchange. Lafarge S.A. is a global building materials company with operations in 64 countries.

2. Significant Accounting Policies

Basis of Presentation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) from the consolidated financial statements and accounting records of Lafarge N.A. using the historical results of operations and historical cost basis of the assets and liabilities of Lafarge N.A. that comprise the Company. These financial statements have been prepared to demonstrate the Company’s results of operations, financial position, and cash flows for the indicated periods under Lafarge N.A.’s management. All intercompany balances and transactions have been eliminated. Transactions and balances between the Company and Lafarge N.A. and its subsidiaries are reflected as related party transactions within these financial statements.

The accompanying combined financial statements include the assets, liabilities, revenues and expenses that are specifically identifiable to the Company and reflect all costs of doing business related to these operations, including expenses incurred by other entities on the Company’s behalf. In addition, certain costs related to the Company have been allocated from the Parent and the Group. Those allocations are derived from multiple levels of the organization including shared corporate expenses from Lafarge N.A. and fees from the Group holding company related to certain service and support functions. The Company’s operations are dependent upon Lafarge N.A. and its subsidiaries’ ability to perform these services and support functions. The costs associated with these services and support functions (indirect costs) have been allocated to the Company using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount, or proportionate direct labor costs compared to Lafarge N.A. and/or its subsidiaries. These allocated costs are primarily related to corporate administrative expenses, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. Income taxes have been accounted for in these financial statements on a separate return basis as described in Notes 2 and 9.

The Company utilizes Lafarge N.A.’s centralized processes and systems for cash management, payroll and purchasing. As a result, all cash received by the Company was deposited in and commingled with Lafarge N.A.’s general corporate funds and is not specifically allocated to the Company. The net results of these cash transactions between the Company and Lafarge N.A. are reflected within “Net parent investment” in the accompanying Combined Balance Sheets. In addition, the net parent investment represents Lafarge N.A.’s interest in the recorded net assets of the Company and represents the cumulative net investment by Lafarge N.A. in the Company through the dates presented, inclusive of cumulative operating results.

F-26

Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Company been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Company’s separation from Lafarge N.A. will include costs and expenses incurred by the Company or its new parent company and expenses may be materially different than the Company’s historical results of operations. Accordingly, the financial statements for these periods are not indicative of the Company’s future results of operations, financial position and cash flows.

Cost of Goods Sold and Selling and Administrative Expenses

Cost of goods sold includes costs of production, inbound freight charges for raw materials, outbound freight to customers, purchasing and receiving costs, inspection costs, warehousing at plant facilities, and internal transfer costs. Costs associated with third-party warehouses are included in selling and administrative expenses. Selling and administrative costs also include expenses for sales, marketing, legal, accounting and finance services, human resources, customer support, treasury and other general corporate services.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses. Actual results may differ from these estimates.

Foreign Currency Translation

The Company uses the U.S. dollar as its functional currency for operations in the United States and the Canadian dollar for our operations in Canada. The assets and liabilities of our Canadian operations are translated at the exchange rate prevailing at the balance sheet date. Related revenues and expense accounts for the Canadian operations are translated using the average exchange rate during the year. Cumulative foreign currency translation adjustment of $5.6 million and $4.4 million at December 31, 2012 and 2011, respectively, comprise “Accumulated Other Comprehensive Loss” in the Combined Balance Sheets and in the Combined Statements of Changes in Net Parent Investment.

Cash

Treasury activities, including activities related to the Company, are centralized by Lafarge N.A. such that cash collections are automatically distributed to Lafarge N.A. and reflected as net parent investment. As a result of this automatic distribution to Lafarge N.A., the Company does not hold any cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily receivables. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers. The allowances for non-collection of receivables are based upon analysis of economic trends in the construction industry, detailed analysis of the expected collectability of accounts receivable that are past due and the expected collectability of overall receivables.

F-27

The Company’s significant customers, as measured by percentage of total revenues for the years ended December 31, 2012 and 2011, were as follows:


	December 31,
	2012			2011
Customer A		15	%		12	%

The Company’s significant customers, as measured by percentage of total accounts receivable, were as follows:


	December 31,
	2012			2011
Customer A		10	%		*
Customer B		*			11	%
Customer C		13	%		*

Customer did not represent over 10% for the period or as of the date presented.

Receivables

We include trade receivables on our Combined Balance Sheets. Trade receivables are recorded at net realizable value, which includes allowances for cash discounts and doubtful accounts, and are reflected net of customer incentives. We review the collectability of trade receivables on an ongoing basis. We reserve for trade receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and our collection experience.

Inventories

Inventories are valued at the lower of cost or market. Virtually all of our inventories are valued under the average cost method. Inventories include materials, labor and applicable factory overhead costs. The value of inventory is adjusted for damaged, obsolete, excess and slow-moving inventory. Market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory.

Property, Plant and Equipment

Property, plant and equipment, which include amounts recorded under capital lease arrangements, is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. These lives range from 20 to 25 years for buildings, 5 to 25 years for plant machinery, and 5 to 8 years for mobile equipment. For plant machinery, the large majority of the existing assets are being amortized over an estimated remaining life of approximately 15 years. Repair and maintenance costs are expensed as incurred. Substantially all of the Company’s depreciation expenses are recorded in “Cost of goods sold” in the Combined Statements of Operations.

We capitalize interest during the active construction of major projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. There was no interest capitalized during the years ended December 31, 2012 or 2011.

Impairment or Disposal of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets in accordance with the provisions of ASC 360 Property, Plant and Equipment (“ASC 360”). ASC 360 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying

F-28

amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for its products, capital needs, economic trends in the construction sector and other factors. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.

We assess impairment of our long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. At December 31, 2012, we grouped two wallboard plants and a warehouse facility as an asset group, as they were used together to generate cash flows. A third wallboard plant was not grouped with these locations as its cash flows were largely independent of the cash flows of other assets and liabilities. Our two joint compound plants were also grouped as an asset group, as they were used together to generate cash flows.

Goodwill and Intangible Assets

The Company’s goodwill reflected in these financial statements relates to specific transactions executed by Lafarge N.A. to acquire the Company’s business. Additional goodwill was allocated to the Company based on the Lafarge S.A. buyout of the Lafarge N A minority interest in 2006, with the amount allocated based on the relative fair value of the Gypsum business as compared to Lafarge N.A. as a whole at that time.

Goodwill represents the excess of costs over the fair value of identifiable assets of businesses acquired. The Company evaluates goodwill and intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets (“ASC 350”). ASC 350 requires goodwill to be either qualitatively or quantitatively assessed for impairment annually (or more frequently if impairment indicators arise) for each reporting unit. The Company performs its annual impairment testing of goodwill as of October 1st of each year.

Intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or whenever events or circumstances indicate an impairment may have occurred. Trademarks totaling $0.3 million have been deemed as having indefinite lives. Intangible assets that are deemed to have definite lives are amortized over their useful lives. The cost of internal-use software purchased or developed internally, which is primarily allocated from the Parent, is accounted for in accordance with ASC 350-40, Internal-Use Software. The weighted average useful life for each category of intangible assets is as follows: capitalized software—5 years and customer lists—10 years.

Fair Value Measurements

U.S. GAAP provides a framework for measuring fair value, establishes a fair value hierarchy of the valuation techniques used to measure the fair value and requires certain disclosures relating to fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in a market with sufficient activity.

The three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value is as follows:

•

Level 1—Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that a Company has the ability to access;

•

Level 2—Inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and

•

Level 3—Unobservable inputs for the asset or liability which is typically based on an entity’s own assumptions when there is little, if any, related market data available.

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination

F-29

requires significant judgments to be made by the Company. The fair values of receivables, accounts payable, accrued costs and other current liabilities approximate the carrying values as a result of the short-term nature of these instruments. The following tables set forth the Company’s derivatives that were measured at fair value as of December 31, 2011, by level within the fair value hierarchy ( in thousands ):


	December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivatives	$	672	$	—	$	672	$	—

The fair value of the Company’s derivative liabilities, comprised of commodity forward contracts, is determined based on the present value of future cash flows derived from models for which observable input data, particularly commodity index yields, is available. No derivative contracts were outstanding as of December 31, 2012.

Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. These items are recognized at fair value when they are considered to be impaired.

There were no fair value adjustments for assets and liabilities measured on a non-recurring basis. The Company discloses fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.

Environmental Remediation Liabilities

When the Company determines that it is probable that a liability for environmental matters has been incurred, an undiscounted estimate of the required remediation costs is recorded as a liability in the combined financial statements, without offset of potential insurance recoveries. Costs that extend the life, increase the capacity or improve the safety or efficiency of company-owned assets or are incurred to mitigate or prevent future environmental contamination are capitalized. Other environmental costs are expensed when incurred.

Income Taxes

The provision for income taxes is calculated as if the Company completed a separate tax return apart from its Parent, although the Company was included in the Parent’s U.S. federal and state income tax returns and non-U.S. (Canada) jurisdiction tax returns. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts, using currently enacted tax rates. Net operating loss carry-forwards generated by the Company and not historically utilized by the Parent are reflected in the Company’s deferred tax assets notwithstanding the fact that such losses may be retained by the Parent. Net operating losses that have already been utilized by the Parent are treated as equity transactions between the Company and the Parent. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Defined Benefit Pension Plans and Other Post-Retirement Benefits

The Company’s salaried employees and union hourly employees participate in defined benefit pension plans sponsored by the Parent. These plans include other Parent employees that are not employees of the Company. The Parent also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Company. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 55 or later. Benefits, eligibility and cost-sharing provisions the hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, co-payment and payments made by government programs and other group coverage. The Company recorded approximately $11.9 million and $8.0 million for the years ended

F-30

December 31, 2012 and 2011, respectively, in pension and other post-retirement benefits expense related its employees, which has been reflected within “Costs of goods sold” and “Selling and administrative” in the accompanying Combined Statements of Operations. The related pension and post-retirement benefit liability has not been allocated to the Company and has not been presented in the accompanying Combined Balance Sheets since the obligation is and will remain a liability of Lafarge N.A.

Revenue Recognition

Revenue from the sale of gypsum products is recorded when title and ownership are transferred upon shipment of the products. Amounts billed to a customer in a sales transaction related to shipping and handling are included in “Net sales,” and costs incurred for shipping and handling are classified as “Cost of goods sold” in the Combined Statements of Operations. The revenues reported in these financial statements relate to specifically identifiable historical activities of the plants, warehouses, and other assets that comprise the Company. We record estimated reductions to revenue for customer programs and incentive offerings, including promotions and other volume-based incentives, in the period in which the sale occurs.

Derivative Instruments

We use derivative instruments to manage selected commodity price exposures. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond two years. We elected not to designate certain derivative instruments for hedge accounting under ASC 815-20, Derivatives—Hedging. All derivative instruments must be recorded on the Combined Balance Sheet at fair value with changes in the fair value of the derivative reported in “Cost of goods sold” in the current period in the Combined Statements of Operations. Gains related to changes in the fair value of derivatives were $0.7 million and $1.1 million for the years ended December 31, 2012 and 2011, respectively.

To the extent possible, we elect to apply the normal purchases or sales exception in accordance with ASC 815. Normal purchases or sales contracts are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold by us over a reasonable period in the normal course of business. This election applies to the Company’s purchase commitments for natural gas commodities used in our production process that would otherwise be considered derivative instruments. Accordingly, the natural gas purchase contracts are not subject to ASC 815 nor recognized on the balance sheet at their fair value.

Recent Accounting Pronouncements

In May 2011, the FASB issued guidance in ASU No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS which updates the definition of fair value and measurement criteria to bring them into agreement with IFRS’s (which are also changed to agree with U.S. GAAP). The guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. This guidance did not have a significant impact on our financial statements other than providing the required disclosures.

In June 2011, the FASB issued guidance in ASU 2011-05, Presentation of Comprehensive Income, which requires presentation of all non-owner changes in equity to be presented in one continuous statement of comprehensive income or in two separate but consecutive statements. It also prohibits the inclusion of comprehensive income items in the statement of equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company adopted AS U 2011-05 effective January 1, 2011. The adoption of this guidance did not have a significant impact on our combined financial statements.

In September 2011, the FASB issued guidance on ASU 2011-08, Testing Goodwill for Impairment which is intended to simplify goodwill impairment testing by adding an option to qualitatively assess goodwill for impairment.

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The guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is permitted. We adopted this guidance for our testing of goodwill for impairment effective October 1, 2011.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . This ASU amends existing guidance by requiring companies to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income in the same reporting period. For amounts which are not to be reclassified in their entirety to net income in the same reporting period, companies will be required to cross reference other disclosures that provide information about those amounts. The provisions of ASU 2013-02 are effective for annual periods beginning after December 15, 2012. We are currently evaluating the impact that this ASU will have on our combined financial statements.

3. Receivables

Receivables consist of the following ( in thousands ):


	December 31,
	2012			2011
Trade receivables	$	25,895		$	12,948
Allowances		(2,545	)		(1,936	)

Total receivables, net	$	23,350		$	11,012

Lafarge N.A. maintains accounts receivable securitization programs in both the U.S. and Canada to provide additional sources of working capital and long-term financing. Under the terms of the securitization agreement, Lafarge N.A. maintains effective control over the assets sold and therefore the accounts receivable securitization transactions have not been accounted for as sales. As a result, the related accounts receivable are included in Lafarge N.A. financial statements and those directly attributable to the Company have been reflected in these financial statements. The related secured borrowing and interest costs have not been allocated to the Company as the obligation is, and will remain, a liability of Lafarge N.A. Trade receivables are recorded net of credit memos issued during the normal course of business.

The following reflects a rollforward of the receivable allowances for the years ended December 31, 2012 and 2011 ( In thousands ):


	December 31,
	2012			2011
Beginning	$	(1,936	)	$	(1,953	)
Additions		(3,534	)		(3,530	)
Write-offs		2,925			3,547

Ending	$	(2,545	)	$	(1,936	)

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4. Inventories

Inventories consist of the following ( In thousands ):


	December 31,
	2012		2011
Finished products	$	5,856	$	5,716
Work in process		12		13
Raw materials		15,762		14,620
Supplies and other		7,576		8,634

Total inventories	$	29,206	$	28,983

5. Property, Plant and Equipment

Property, plant and equipment consist of the following ( in thousands ):


	December 31,
	2012			2011
Land	$	3,978		$	3,978
Buildings		143,776			143,349
Plant machinery		441,195			437,761
Mobile equipment		7,667			7,317
Construction in progress		7,384			6,541

Property, plant and equipment, at cost		604,000			598,946
Accumulated depreciation and depletion		(217,730	)		(183,044	)

Total property, plant and equipment, net	$	386,270		$	415,902

Depreciation expense, including the depreciation of certain equipment obtained under a capital lease arrangement, for the years ended December 31, 2012 and 2011 was $34.8 million and $25.9 million, respectively.

Property and equipment includes $4.4 million at December 31, 2012 and 2011 of certain equipment obtained under a capital lease arrangement which is included in “Buildings, machinery and equipment.” Accumulated depreciation related to such equipment under this capital lease arrangement was $2.4 million and $2.2 million at December 31, 2012 and 2011, respectively.

In September 2012, the Company closed its wallboard facility in Newark NJ and, as a result, recorded an $11.3 million charge related to accelerated depreciation of the facility and write-off of spare parts and other assets which is reflected in “Costs of goods sold” in the Combined Statements of Operations. The Company also recorded $0.2 million in 2012 related to severance benefits paid to employees affected by the closure which is reflected in “Cost of goods sold” in the Combined Statements of Operations.

6. Goodwill

At December 31, 2012 and 2011, the Company had two reporting units, of which only one included goodwill. In accordance with ASC 350, the Company performed the first step of the goodwill impairment test, by comparing the fair value of the reporting unit with its carrying value. The Company completed assessments as of October 1, 2012 and 2011 and determined the fair value of the reporting unit exceeded its carrying value. As a result management concluded that there was no goodwill impairment. There were no changes in the carrying value of goodwill during the years ended December 31, 2012 and 2011.

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7. Software and Other Intangibles

Software and other intangibles consist of the following ( In thousands ):


	December 31,
	2012			2011
Purchased and internally developed software	$	20,618		$	20,501
Customer lists		7,224			7,224
Trademarks		317			317

Software and other intangibles, at cost		28,159			28,042
Accumulated amortization		(24,330	)		(22,755	)

Total software and other intangibles, net	$	3,829		$	5,287

Amortization expense for the years ended December 31, 2012 and 2011 was $1.6 million and $2.1 million, respectively.

Unamortized capitalized software costs at December 31, 2012 and 2011 were $1.0 million and $1.8 million, respectively. Amortization expense related to capitalized software costs was $0.9 million and $1.4 million for the years ended December 31, 2012 and 2011, respectively.

Based on the intangible assets recorded as of December 31, 2012, amortization expense for the years ending December 31, 2013, 2014, 2015, 2016 and 2017 is expected to be approximately $1.5 million, $0.7 million, $0.7 million, $0.6 million and $0, respectively. These amounts may vary as acquisitions and dispositions occur in the future.

8. Accrued and Other Liabilities and Capital Lease Obligations

Accrued and other liabilities consist of the following ( In thousands ):


	December 31,
	2012		2011
Vacation and other employee-related costs	$	6,237	$	5,211
VAT taxes		729		523
Restructuring		163		871
Derivatives		—		672
Other		232		161

Total accrued and other liabilities	$	7,361	$	7,438

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Capital Lease Obligations

The Company leases certain equipment under a capital lease arrangement. The following table sets forth the total minimum lease payments under capital leases for equipment along with the present value of the net minimum lease payments as of December 31, 2012 (In thousands):


Fiscal Year	Payment
2013	$	392
2014		392
2015		392
2016		392
2017		392
Thereafter		2,579

Total minimum lease payments		4,539
Less interest		1,532

Capital lease obligations		3,007
Less current portion of capital lease obligations		168

Long-term portion of capital lease obligations	$	2,839

9. Income Taxes

The components of the income tax benefit are as follows ( In thousands ):


	December 31,
	2012			2011
Current	$	(542	)	$	(732	)
Deferred		190			416

	$	(352	)	$	(316	)

The components of loss before income taxes by country are as follows ( In thousands ):


	December 31,
	2012			2011
United States	$	(10,858	)	$	(58,810	)
Canada		(2,336	)		(2,048	)

	$	(13,194	)	$	(60,858	)

The provision for income taxes differs from that which would have resulted from the use of the federal statutory income tax rates primarily as a result of the provision for various state income taxes and due to the valuation allowance recorded against deferred tax assets.

F-35

Taxes computed at the U.S. statutory federal income tax rate of 35% are reconciled to the Company’s effective rate as follows ( In thousands ):


	December 31,
	2012			2011
Taxes at the U.S. federal income tax rate	$	(4,618	)	$	(21,300	)
U.S. / Canadian tax rate differential		234			175
US state and Canadian provincial income taxes, net of federal benefit		(494	)		(2,517	)
Non-deductible expenses		80			76
Valuation allowance		4,446			23,259
Other		—			(9	)

Income tax benefit	$	(352	)	$	(316	)

Effective rate		2.67	%		0.52	%

Deferred income taxes reflect the net effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The significant components of deferred tax assets and deferred tax liabilities included on the Combined Balance Sheets are ( In thousands ):


	December 31,
	2012			2011
Deferred tax assets:
Reserves and other liabilities	$	392		$	1,088
Tax loss carryforwards		111,007			107,705
Foreign exchange loss in OCI		2,181			1,711

		113,580			110,504
Less valuation allowance		(43,780	)		(38,865	)

Deferred tax assets, net of valuation allowance		69,800			71,639
Deferred tax liabilities:
Depreciation, amortization and other		(75,945	)		(77,594	)

Deferred tax liabilities		(75,945	)		(77,594	)

Net deferred tax liabilities	$	(6,145	)	$	(5,955	)

The following is a rollforward of the deferred tax valuation allowance for the years ended December 31, 2012 and 2011 ( In thousands ):


	December 31,
	2012		2011
Balance at January 1	$	38,865	$	16,053
Amounts charged to expense		4,446		23,259
Amounts charged to other comprehensive income		469		(447	)

Balance at December 31	$	43,780	$	38,865

The Company’s operating results have historically been included in the Parent’s combined US Federal and state income tax returns. In addition, the Canadian operations have historically been included in the Parent’s Canadian Federal and provincial income tax returns. The provisions for income taxes in the combined financial statements have been determined on a separate return basis as if the Company filed its own tax returns. In 2012 and 2011, the Company generated pre-tax operating losses of $13.2 million and $60.9 million respectively,

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resulting in federal and state tax benefits. For U.S. federal income tax purposes, the Company has unused net operating loss carry-forwards of $111.0 million expiring from 2028 through 2032. For Canadian federal income tax purposes, the Company has no loss carryforwards available. The income tax benefits related to net operating losses that have been utilized by the Parent are reflected in the carved out financial statements as a distribution to the Parent. Management considered and weighed the available evidence, both positive and negative, to determine whether it is more-likely-than-not that some portion, or all, of the Company’s deferred tax assets will not be realized. Given the losses of the Company over the recent years, the Company has established a valuation allowance relating to a portion of the deferred tax assets.

The Company is subject to audit examinations at federal, state and local levels by tax authorities in those jurisdictions. In addition, the Canadian operations are subject to audit examinations at federal and provincial levels by tax authorities in those jurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty. The Company does not believe that the carved-out operations gave rise to any material tax exposures and the Company and the Parent did not identify any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of the uncertain tax position guidance.

10. Commitments and Contingencies

The Company leases certain land, buildings and equipment. The Company’s facility and equipment leases may provide for escalations of rent or rent abatements and payment of pro rata portions of building operating expenses. Minimum lease payments are recognized on a straight-line basis over the lease term. The Company leases a facility at the Port of Newark. In 2012 and 2011, total rent paid on this lease was $2.5 million and $2.4 million, respectively. The rent expense increases annually based on a CPI index within specified minimum and maximum amounts. The lease term extends until November 30, 2031. The Company may terminate the lease early, but is required to provide the Port of Newark six-months notice and is required to pay an early termination fee equal to twelve months of rent. Total expenses under operating leases were $7.0 million and $5.9 million for the years ended December 31, 2012 and 2011, respectively. The Company also has noncapital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. The total amounts purchased under such commitments were $63.8 million and $65.3 million for the years ended December 31, 2012 and 2011, respectively. The table below shows the future minimum lease payments due under non-cancelable operating leases and purchase commitments at December 31, 2012 (in thousands):


	December 31,
	Total		2013		2014		2015		2016		2017		2018 and later
Operating leases(1)	$	6,295	$	4,891	$	941	$	452	$	11	$	—	$	—
Purchase commitments		207,519		33,869		34,139		22,766		17,523		17,658		81,564

Total commitments	$	213,814	$	38,760	$	35,080	$	23,218	$	17,534	$	17,658	$	81,564

(1)

The table reflects future minimum lease payments over the non-cancelable lease terms of its operating lease, including a six-month non-cancelable term and the twelve-month rent penalty associated with the Port of Newark lease.

Under certain circumstances, the Company provides letters of credit related to its natural gas and other energy supply purchases. At December 31, 2012 and December 31, 2011, the Company had outstanding letters of credit of approximately $1.4 million and $1.2 million respectively.

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governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, it is the opinion of management that these guarantees and indemnifications are not expected to have a materially adverse effect on the Company’s financial condition, results of operations or liquidity.

In August of 2011, a class action lawsuit was filed against Lafarge N.A. and certain present and former affiliates of Lafarge N.A. and certain drywall distributors in the United States District Court for the Eastern District of Louisiana claiming that the affiliates imported defective drywall from China into the United States which has allegedly damaged the plaintiffs’ homes and caused personal injury to certain of the plaintiffs. Plaintiffs specifically allege that Lafarge N.A. “promoted and marketed” such allegedly defective wallboard. We believe the claims against Lafarge N.A. are without merit. Further, although we do not believe we or Lafarge N.A. have any liability, Lafarge N.A. will retain the defense of this litigation and liability for any monetary damages awarded in the event of a final judgment against the Company. For these reasons, we believe this litigation will not have a material effect on the Company’s results of operations, financial position or cash flows.

In August of 2011, three claimants brought suit against Lafarge N.A. in the United States District Court for the Middle District of Florida. The plaintiffs alleged claims for property damage and economic losses based on allegations that gypsum drywall manufactured by Lafarge N.A. was off-gassing hydrogen sulfide and damaging the plaintiffs’ homes and their contents. During 2012, the court dismissed this lawsuit, with prejudice, and without the payment of any money to the plaintiffs. Prior to the dismissal of the referenced suit, litigation had been threatened by 17 additional claimants (mainly represented by the same plaintiffs’ counsel) based on similar allegations, however, these claimants did not bring suit against Lafarge N.A. Should such claims ever be pursued, the Company believes the claims would be without merit because the Company’s domestically produced wallboard does not exhibit the defects that have appeared exclusively in wallboard manufactured by certain Chinese wallboard producers, and as such, the claims would not have a material effect on the Company’s results of operations, financial position or cash flows.

Commencing in December of 2012, a series of antitrust cases were filed against the entire wallboard industry, including Lafarge N.A., in several jurisdictions including Philadelphia where the cases have now been consolidated. Plaintiffs generally allege that the industry colluded to raise prices in the years 2012 and 2013. The plaintiffs do not allege any direct evidence of an agreement among the defendants, and instead rely largely on alleged circumstantial evidence. Some later filed actions extend the allegations of concerted activity to 2008 and others expand the scope to include certain wallboard “finishing products.” All of these wallboard pricing class action lawsuits were only recently filed and are not specific in the amount of damages claimed. However, based on the information known to us, we believe these lawsuits are without merit. Further, although we do not believe we or Lafarge N.A. have any liability, Lafarge N.A. will retain the defense of this litigation and liability for any monetary damages awarded in the event of any final judgment against the Company. For these reasons, we believe this litigation will not have a material effect on the Company’s results of operations, financial position or cash flows.

In the ordinary course of business, the Company is involved in certain legal actions and claims, including proceedings under laws and regulations relating to environmental and other matters. Because such matters are subject to many uncertainties and the outcomes are not predictable with assurance, the total liability for these legal actions and claims cannot be determined with certainty. When the Company determines that it is probable that a liability for environmental matters, legal actions or other contingencies has been incurred and the amount of the loss is reasonably estimable, an estimate of the costs to be incurred is recorded as a liability in the financial statements. As of December 31, 2012 and 2011, such liabilities are not material to the Company’s financial statements. While management believes its accruals for such liabilities are adequate, the Company may incur costs in excess of the amounts provided. Although the ultimate amount of liability that may result from these matters or actions is not ascertainable, the Company believes that any amounts exceeding the recorded accruals will not materially affect the Company’s results of operations, financial position or cash flows.

F-38

11. Related Party Transactions

Allocated Expenses

The Company has been allocated selling and general administrative expenses from the Parent of $7.0 million and $9.7 million for the years ended December 31, 2012 and 2011, respectively. These costs from the Parent are derived from multiple levels of the organization including shared corporate expenses and fees from the Group holding company. These allocated costs are primarily related to corporate administrative expenses and reorganization costs, employee-related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the following functional groups: information technology, legal services, accounting and finance services, human resources, marketing and contract support, customer support, treasury, facility and other corporate and infrastructural services. The costs associated with these services and support functions (indirect costs) have been allocated to the Company using the most meaningful respective allocation methodologies which were primarily based on proportionate revenue, proportionate headcount or proportionate direct labor costs of the Company compared to Lafarge N.A. and/or its subsidiaries.

In addition to the allocated selling and general administrative expenses noted above, the Company recorded approximately $11.9 million and $8.0 million for the years ended December 31, 2012 and 2011, respectively, in pension and other post-retirement benefits expense related to its employees, which has been reflected within “Costs of goods sold” and “Selling and administrative” in the accompanying Combined Statements of Operations. The Company’s salaried employees and union hourly employees participate in defined benefit pension plans sponsored by the Parent. These plans include other Parent employees that are not employees of the Company. The Parent also provides certain retiree health and life insurance benefits to eligible employees who have retired from the Company. Salaried participants generally become eligible for retiree health care benefits when they retire from active service at age 55 or later. Benefits, eligibility and cost-sharing provisions for hourly employees vary by location and/or bargaining unit. Generally, the health care plans pay a stated percentage of most medical and dental expenses reduced for any deductible, copayment and payments made by government programs and other group coverage. The related pension and post-retirement benefit liability has not been allocated to the Company and has not been presented in the accompanying –balance sheet since the obligation is and will remain a liability of the Parent.

Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by Lafarge N.A. to be a reasonable reflection of the utilization of services provided to or the benefit received by the Company during the periods presented relative to the total costs incurred by Lafarge N.A. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had the Company been an entity that operated independently of Lafarge N.A. Consequently, future results of operations after the Company’s separation from Lafarge N.A. will include costs and expenses incurred by the Company or its new parent company and expenses may be materially different than the Company’s historical results of operations. Accordingly, the financial statements for these periods are not indicative of the Company’s future results of operations, financial position and cash flows.

12. Investment in Seven Hills

The Company is a party to a paperboard liner venture with an unaffiliated third-party named Seven Hills, LLC (“Seven Hills”). This venture provides the Company with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements. Seven Hills is owned 51% by the Company and

F-39

49% by an unaffiliated third-party, with equal voting representation by both parties on the Managing Board of Seven Hills. The Company would be committed to contribute additional funding necessary for Seven Hills only upon unanimous approval from the members of the Managing Board.

ASC 810-10, Consolidation (“ASC 810”) defines a variable interest as an investment or other interest that will absorb portions of a variable interest entity’s (“VIE’s”) expected losses or receive portions of the entity’s expected residual returns. A holder of a variable interest in an entity is required to determine whether the entity is a VIE and, if so, whether it must consolidate the entity. A variable interest holder that consolidates the VIE is called the primary beneficiary. The primary beneficiary is defined as the party that has the power to direct the activities that most significantly impact the VIE’s economic performance. In its VIE analysis, the Company considered the five characteristics of a VIE described in ASC 810-10-15-14. Management evaluated the characteristics of its investment in Seven Hills and believes that Seven Hills would be deemed a VIE as there is not sufficient equity at risk in Seven Hills. Management also considered certain characteristics related to control and the power to direct the activities of Seven Hills that most significantly impact Seven Hills’ economic performance, including the significant decisions made by the Managing Board and the involvement of the other investor in managing the day-to-day activities. Management concluded the Company is not the primary beneficiary. Accordingly, the Company accounts for its investment in Seven Hills under the equity method of accounting.

The Company currently has the right to terminate the venture and put its interest to the other investor based on a formula-driven price effective on the anniversary of the commencement date by providing notice two years prior to any such anniversary. Therefore, the following represents the Company’s maximum exposure to loss as of December 31, 2012 and 2011 (In thousands):


	December 31,
	2012			2011
Equity method investment	$	18,276		$	19,185
Estimated redemption value		(14,109	)		(14,596	)

Maximum exposure to loss	$	4,167		$	4,589

Paperboard purchased from Seven Hills was $43.6 million and $46.4 million for the years ended December 31, 2012 and 2011, respectively. The Company also has certain purchase commitments to Seven Hills for paperboard totaling $28.9 million through 2015.

13. Segment Reporting

Revenues from the major products sold to external customers include gypsum wallboard and finishing products.

The Company’s two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by the Company’s chief operating decision maker in order to allocate resources and assess performance.

The Company’s primary reportable segment is wallboard which represents approximately 95% of the revenues of the Company. This segment produces wallboard for the commercial and residential construction sectors. We also operate other business activities, primarily finishing products, which complement the Company’s full range of wallboard products.

F-40

The Company evaluates operating performance based on profit or loss from operations before certain adjustments as shown below. Reports reviewed by the chief operating decision maker (the “CODM”) are derived from financial information prepared based on International Financial Reporting Standards (“IFRS”) and also include the results of Seven Hills on a proportionate consolidation basis. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. We did not provide asset information by segment as our CODM does not use such information for purposes of allocating resources and assessing segment performance.

Reportable segment information consists of the following ( In thousands ):


	December 31,
	2012			2011
Net sales:
Wallboard	$	295,841		$	236,917
Other		16,128			16,015
Adjustments:
Removal of Seven Hills net sales		(559	)		(821	)

Total net sales	$	311,410		$	252,111

Current operating income (loss):
Wallboard	$	11,846		$	(54,196	)
Other		(944	)		(1,623	)
Adjustments:
U.S. GAAP pension adjustment		(10,780	)		(3,788	)
U.S. GAAP purchase accounting adjustment		(1,542	)		(1,557	)
Newark plant closure		(11,262	)
Other miscellaneous and non-recurring expenses		(512	)		306

Loss before income tax benefit	$	(13,194	)	$	(60,858	)

Depreciation and Amortization:
Wallboard		35,091		$	26,837
Other		1,240			1,217

Total depreciation and amortization	$	36,331		$	28,054

Information concerning principal geographic areas is as follows ( In thousands ):


	As of and for the Years Ended December 31,
	2012						2011
	Net Sales		Fixed Assets		Total Assets		Net Sales		Fixed Assets		Total Assets
United States	$	272,579	$	381,666	$	543,968	$	226,147	$	410,528	$	567,183
Canada		38,831		4,604		12,778		25,964		5,374		8,861
	$	311,410	$	386,270	$	556,746	$	252,111	$	415,902	$	576,044

14. Subsequent Events

The Company has conducted a subsequent events review through May 13, 2013, which is the date the financial statements were available to be issued. There were no subsequent events that require recognition or disclosure, except as disclosed in Note 11.

F-41

Shares

Continental Building Products, Inc.

Common Stock

PROSPECTUS

, 2014

Joint Book-Running Managers


Citigroup		Credit Suisse


Barclays		Deutsche Bank Securities		RBC Capital Markets

Co-Managers


Zelman Partners LLC		SunTrust Robinson Humphrey

Stephens Inc.		BB&T Capital Markets

Until , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. Except as otherwise noted, we will pay all of these amounts. All amounts except the SEC registration fee and the FINRA fee are estimated.


SEC Registration Fee	$	25,760
FINRA Filing Fee		30,500
Listing Fee		*
Blue Sky Fees and Expenses		*
Printing and Engraving Costs		*
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Transfer Agent and Registrar Fees and Expenses		*
Miscellaneous Expenses		*

Total	$	*

To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Our bylaws will provide that each person who was or is party or is threatened to be made a party to, or was or is otherwise involved in, any threatened, pending or completed proceeding by reason of the fact that he or she is or was a director or officer of our company or was serving at the request of our company as a director, officer, employee, agent or trustee of another entity shall be indemnified and held harmless by us to the full extent authorized by the Delaware General Corporation Law, or DGCL, against all expense, liability and loss actually and reasonably incurred in connection therewith, subject to certain limitations.

Section 145(a) of the DGCL authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability

II-1

but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

The DGCL also provides that indemnification under Sections 145(a) and (b) can only be made upon a determination that indemnification of the present or former director, officer or employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of directors who are not a party to the action at issue (even though less than a quorum), or (2) by a majority vote of a designated committee of these directors (even though less than a quorum), or (3) if there are no such directors, or these directors authorize, by the written opinion of independent legal counsel, or (4) by the stockholders.

Section 145(g) of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the personal liability of one of its directors for any monetary damages related to a breach of fiduciary duty as a director, as long as the corporation does not eliminate or limit the liability of a director for acts or omissions which (1) were in bad faith, (2) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, (3) the director derived an improper personal benefit from (such as a financial profit or other advantage to which such director was not legally entitled) or (4) breached the director’s duty of loyalty.

We will enter into indemnification agreements with each of our officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of our directors and officers by the underwriters against certain liabilities.

Item 15. Recent Sale of Unregistered Securities.

We have not sold any securities, registered or otherwise, within the past three years, except for the membership interests in LSF8 Gypsum Holdings Company, LLC issued upon formation thereof on July 26, 2013 to our sole stockholder, LSF8 Gypsum Holdings, L.P. The issuance of the membership interests was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving any public offering.

Item 16. Exhibits and Financial Data Schedules.

(a) Exhibit Index

See the Exhibit Index following the signature page.

(b) Financial Statement Schedule

None. Financial statement schedules have been omitted because the information is included in our consolidated financial statements included elsewhere in this Registration Statement.

II-2

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reston, state of Virginia, on January 10, 2014.


Continental Building Products, Inc.

By:		/s/ Isaac Preston
Name: Isaac Preston
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date indicated.



/s/ Isaac Preston Isaac Preston	President and Chief Executive Officer (Principal Executive Officer)	January 10, 2014

* James Bachmann	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)	January 10, 2014

* Bradley P. Boggess	Director	January 10, 2014



*By:		/s/ Isaac Preston
		Name: Isaac Preston
		Title: Attorney-in-fact

EXHIBIT INDEX


Exhibit No.			Description of Exhibit

	1.1	*	Form of Underwriting Agreement.

	2.1	+	Asset Purchase Agreement, dated as of June 24, 2013, by and between Lafarge North America Inc. and Lone Star U.S. Acquisitions, LLC.

	2.2		Amendment No. 1 to Asset Purchase Agreement, dated as of August 28, 2013, by and between Lafarge North America Inc., Lone Star U.S. Acquisitions, LLC, Continental Building Products, LLC, Continental Silver Grove, LLC, Continental Palatka, LLC and Continental Buchanan, LLC.

	2.3		Amendment No. 2 to Asset Purchase Agreement, dated as of August 29, 2013, by and between Lafarge North America Inc., Lone Star U.S. Acquisitions, LLC, Continental Building Products, LLC, Continental Silver Grove, LLC, Continental Palatka, LLC and Continental Buchanan, LLC.

	3.1		Certificate of Incorporation of the Registrant to be adopted.

	3.2		Bylaws of the Registrant to be adopted.

	4.1		Form of Registration Rights Agreement between Continental Building Products, Inc. and LSF8 Gypsum Holdings, L.P.

	4.2	*	Form of Certificate of Common Stock of the Registrant.

	5.1		Opinion of Gibson, Dunn & Crutcher LLP.

	10.1		Asset Advisory Agreement by and between Hudson Americas LLC, Continental Building Products, Inc. and Lone Star Fund VIII (U.S.), L.P., effective as of August 30, 2013.

	10.2	^{^}	Synthetic Gypsum Supply Agreement dated as of December 11, 2007 between Synthetic Materials, LLC and Lafarge North America Inc.

	10.3	^{^}	Amended and Restated Gypsum Contract dated as of June 8, 2005 between The Cincinnati Gas & Electric Company (an operating owner of the Miami Fort Generating Station) and Lafarge North America, Inc.

	10.4	^{^}	Gypsum Contract dated as of December 29, 1998 among Duke Energy Ohio, Inc. (formerly The Cincinnati Gas & Electric Company), The Dayton Power and Light Company, Columbus Southern Power Company (each an owner of the Wm. H. Zimmer Generating Station) and Lafarge North America Inc. (formerly known as Lafarge Corporation).

	10.5	^{^}	Synthetic Gypsum Supply Agreement dated as of December 11, 2007 between Synthetic Materials, LLC and Lafarge North America Inc.

	10.6	^{^}	Gypsum Contract dated as of August 9, 1999 between Seminole Electric Cooperative, Inc. and Lafarge North America Inc.

	10.7	^{^}	Paper Supply Agreement dated as of February 18, 2000 between Seven Hills Paperboard, LLC and Lafarge North America Inc. (formerly known as Lafarge Corporation).

	10.8	#	Continental Building Products, Inc. 2014 Stock Incentive Plan.

	10.9	**#	Form of Grant Notice for 2014 Stock Incentive Plan Restricted Stock Unit Award.

	10.10	**#	Form of Grant Notice for 2014 Stock Incentive Plan Restricted Stock Award.

	10.11	**#	Form of Grant Notice for 2014 Stock Incentive Plan Nonqualified Stock Options.

	10.12	**#	Form of Grant Notice for 2014 Stock Incentive Plan Incentive Stock Options.

	10.13		Termination Agreement, dated as of December 20, 2013, by and between Hudson Americas LLC, Continental Building Products, Inc. and Lone Star Fund VIII (U.S.), L.P.



10.14		First Lien Credit Agreement, dated as of August 30, 2013, by and among LSF8 Gypsum Holdings Company, LLC, Continental Building Products LLC, Continental Building Products Canada Inc., the lenders party thereto, Credit Suisse AG, as Administrative Agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners and Royal Bank of Canada, as Syndication Agent.

10.15		Incremental Assumption Agreement and Amendment No. 1, dated as of December 2, 2013, to the First Lien Credit Agreement dated as of August 30, 2013, by and among LSF8 Gypsum Holdings Company, LLC, Continental Building Products LLC, Continental Building Products Canada Inc., the lenders party thereto, Credit Suisse AG, as Administrative Agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners and Royal Bank of Canada, as Syndication Agent.

10.16		Second Lien Credit Agreement, dated as of August 30, 2013, by and among LSF8 Gypsum Holdings Company, LLC, Continental Building Products LLC, the lenders party thereto, Credit Suisse AG, as Administrative Agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners and Royal Bank of Canada, as Syndication Agent, as amended on December 2, 2013

10.17		Incremental Assumption Agreement and Amendment No. 1, dated as of December 2, 2013, to the Second Lien Credit Agreement dated as of August 30, 2013, by and among LSF8 Gypsum Holdings Company, LLC, Continental Building Products LLC, Continental Building Products Canada Inc., the lenders party thereto, Credit Suisse AG, as Administrative Agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as Joint Lead Arrangers and Joint Bookrunners and Royal Bank of Canada, as Syndication Agent.

10.18		Form of Indemnification Agreement for officers and directors

10.19	^{^}	First Amendment to Synthetic Gypsum Supply Agreement, dated as of December 11, 2007, by and between Synthetic Materials, LLC and Lafarge North America Inc., effective as of February 16, 2009.

10.20	^{^}	Assignment and Assumption Agreement, dated as of May 10, 2010, by and between Synthetic Materials, LLC and Mirant Mid-Atlantic, LLC, assigning the Synthetic Gypsum Supply Agreement, dated as of December 11, 2007, between Synthetic Materials, LLC and Lafarge North America Inc.

10.21	^{^}	Letter of Understanding, dated January 4, 2010, by and between Duke Energy Corporation and Lafarge North America, Inc. revising the Amended and Restated Gypsum Contract, dated as of June 8, 2005, by and between The Cincinnati Gas & Electric Company (operating owner of the Miami Fort Generating Station) and Lafarge North America Inc.

10.22	^{^}	December 2009 Amendment to Gypsum Contract, dated as of December 29, 1998, by and among Duke Energy Ohio, Inc. (formerly known as The Cincinnati Gas & Electric Company), The Dayton Power and Light Company and Columbus Southern Power Company (each an owner of the Wm. H. Zimmer Generating Station) and Lafarge North America, Inc. (formerly known as Lafarge Corporation), effective December 22, 2009.

10.23	^{^}	Process for Managing Surplus Gypsum, dated as of December 3, 2010, by and between Duke Energy Ohio and Lafarge North America, Inc.

10.24	^{^}	Amendment No. 1 to Supply Agreement, dated as of December 11, 2007, by and between Synthetic Materials, LLC and Lafarge North America, Inc., effective as of December 22, 2008.

10.25	^{^}	Amendment One to Gypsum Contract, dated as of August 9, 1999, by and between Seminole Electric Cooperative, Inc. and Lafarge North America, Inc. (formerly known as Lafarge Corporation), effective December 11, 2008.

10.26	**#	Employment Agreement, dated as of January 1, 2014, by and between Continental Building Products, Inc. and Isaac N. Preston (previously filed as Exhibit 10.17 to this Registration Statement).

10.27	#	Employment Agreement, dated as of January 1, 2014, by and between Continental Building Products, Inc. and James Bachmann.



21.1		List of Subsidiaries of the Registrant.

23.1		Consent of Ernst & Young LLP.

23.2		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

24.1	**	Powers of Attorney (included on the signature page hereto).

24.2		Power of Attorney of James Bachmann.

99.1	*	Consent to be named of Edward Bosowski

99.2	*	Consent to be named of Samuel D. Loughlin.

99.3	*	Consent to be named of Michael O. Moore.

99.4	*	Consent to be named of Isaac Preston.

99.5	*	Consent to be named of Chad Suss.

99.6	*	Consent to be named of Jack Sweeny

99.7	*	Consent to be named of Kyle S. Volluz.

99.8	*	Consent to be named of Grant Wilbeck.

To be filed by amendment.

Previously filed.

Certain schedules to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request.

Denotes management compensatory plan or arrangement.

^{^}

Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Exhibit 2.1

ASSET PURCHASE AGREEMENT

between

LAFARGE NORTH AMERICA INC.

and

LONE STAR U.S. ACQUISITIONS, LLC

Dated as of June 24, 2013

TABLE OF CONTENTS


	Page

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms		1
SECTION 1.02. Definitions		9
SECTION 1.03. Interpretation and Rules of Construction		11

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of Assets in respect of the US Business		11
SECTION 2.02. Assumption and Exclusion of Liabilities		14
SECTION 2.03. Purchase Price; Allocation of Purchase Price		15
SECTION 2.04. Closing		17
SECTION 2.05. Closing Deliveries by the US Seller		17
SECTION 2.06. Closing Deliveries by the Purchaser		17
SECTION 2.07. Adjustment of Purchase Price		18
SECTION 2.08. Assignment of Certain Purchased Assets		21

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE US SELLER

SECTION 3.01. Organization, Authority and Qualification of the US Seller		21
SECTION 3.02. No Conflict		22
SECTION 3.03. Governmental Consents and Approvals		22
SECTION 3.04. Financial Information		22
SECTION 3.05. Absence of Undisclosed Material Liabilities		23
SECTION 3.06. Conduct in the Ordinary Course		23
SECTION 3.07. Litigation		23
SECTION 3.08. Compliance with Laws; Permits		23
SECTION 3.09. Environmental Matters		23
SECTION 3.10. Intellectual Property		24
SECTION 3.11. Real Property		24
SECTION 3.12. Title to Purchased Assets; Sufficiency of Assets		26
SECTION 3.13. Employee Benefit Matters		26
SECTION 3.14. Labor and Employment Matters		27
SECTION 3.15. Taxes		28
SECTION 3.16. Material US Contracts		28
SECTION 3.17. Inventory		29


SECTION 3.18. Interests of Affiliates			29
SECTION 3.19. Product Liability			29
SECTION 3.20. Seven Hills JV			30
SECTION 3.21. Brokers			30
SECTION 3.22. Customers			30
SECTION 3.23. Accounts Receivable			30
SECTION 3.24. Disclaimer of the US Seller			30

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 4.01. Organization and Authority of the Purchaser			31
SECTION 4.02. No Conflict			32
SECTION 4.03. Governmental Consents and Approvals			32
SECTION 4.04. Financing			32
SECTION 4.05. Solvency			34
SECTION 4.06. Litigation			34
SECTION 4.07. Brokers			34
SECTION 4.08. Independent Investigation; US Seller’s Representations			34

ARTICLE V ADDITIONAL AGREEMENTS

SECTION 5.01. Conduct of Business Prior to the Closing			35
SECTION 5.02. Access to Information			37
SECTION 5.03. Confidentiality			38
SECTION 5.04. Regulatory and Other Authorizations			38
SECTION 5.05. Third Party Consents			39
SECTION 5.06. Retained Names and Marks			39
SECTION 5.07. Bulk Transfer Laws			40
SECTION 5.08. Transition Services			40
SECTION 5.09. Further Action			40
SECTION 5.10. Tax Matters			41
SECTION 5.11. Proration of Certain Charges			43
SECTION 5.12. Financing; Financing Cooperation			43
SECTION 5.13. Exclusivity			47
SECTION 5.14. Non-Competition; Non-Solicitation			47
SECTION 5.15. Interim Financial Statements			48
SECTION 5.16. Title Insurance; Surveys			48
SECTION 5.17. Leased Vehicles			49
SECTION 5.18. Lafarge/Rock-Tenn Guaranty			49
SECTION 5.19. IP Docket			49
SECTION 5.20. Cogeneration Agreements			49


ARTICLE VI

EMPLOYEE MATTERS

SECTION 6.01. Offer of Employment			50
SECTION 6.02. Labor Agreement			51
SECTION 6.03. Employee Benefits			51
SECTION 6.04. Severance Benefits			52
SECTION 6.05. Employee Information			52
SECTION 6.06. No Separation from Service			52
SECTION 6.07. Retirement Benefits and Pensions			53
SECTION 6.08. No Third Party Beneficiaries			54

ARTICLE VII

CONDITIONS TO CLOSING

SECTION 7.01. Conditions to Obligations of the US Seller			54
SECTION 7.02. Conditions to Obligations of the Purchaser			55

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01. Survival of Representations and Warranties			56
SECTION 8.02. Indemnification by the US Seller			56
SECTION 8.03. Indemnification by the Purchaser			56
SECTION 8.04. Limits on Indemnification			57
SECTION 8.05. Notice of Loss; Third Party Claims			58
SECTION 8.06. Tax Treatment			59
SECTION 8.07. Remedies			59

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01. Termination			60
SECTION 9.02. Effect of Termination			61

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01. Expenses			61
SECTION 10.02. Notices			62
SECTION 10.03. Public Announcements			63
SECTION 10.04. Severability			63
SECTION 10.05. Entire Agreement			63

iii


SECTION 10.06. Assignment			63
SECTION 10.07. Amendment			63
SECTION 10.08. Waiver			64
SECTION 10.09. No Third Party Beneficiaries			64
SECTION 10.10. Currency			64
SECTION 10.11. Designated Purchasers			64
SECTION 10.12. Governing Law			65
SECTION 10.13. Waiver of Jury Trial			65
SECTION 10.14. Specific Performance			65
SECTION 10.15. Counterparts			66

EXHIBITS


1.01(a)		Form of Assignment of Lease

1.01(b)		Form of Assignment of U.S. Transferred Intellectual Property

1.01(c)		Form of Bill of Sale and Assumption Agreement

1.01(d)		Canada Supplement

1.01(e)		US Seller’s Knowledge

1.01(f)		Working Capital Principles

5.08		Form of Transition Services Agreement

6.04		Severance Plan

ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 24, 2013, by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “ US Seller ”) and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (the “ Purchaser ”).

WHEREAS, the US Seller, together with Lafarge Canada Inc., a Canadian corporation and a subsidiary of the US Seller (the “ Canadian Seller ,” and, together with the US Seller, the “ Sellers ”), are engaged in the business of developing, manufacturing and selling the Gypsum Products (as hereinafter defined), as currently conducted by the Sellers (the “ Business ”);

WHEREAS, the US Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase (or to purchase through one or more Designated Purchasers (as hereinafter defined)) from the US Seller, the US Purchased Assets (as hereinafter defined), the US Seller wishes to cause the Canadian Seller to sell to the Canadian Purchaser (as hereinafter defined), and the Purchaser wishes to cause the Canadian Purchaser to purchase from the Canadian Seller, the Canadian Purchased Assets (as hereinafter defined), and in connection therewith the Purchaser (or one or more Designated Purchasers) and the Canadian Purchaser are willing to assume from the US Seller and the Canadian Seller the US Assumed Liabilities (as hereinafter defined) and the Canadian Assumed Liabilities (as hereinafter defined), respectively, all upon the terms and subject to the conditions set forth herein and in the Canada Supplement (as hereinafter defined); and

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an inducement to the Sellers’ willingness to enter into this Agreement and the Canada Supplement, Lone Star Fund VIII (U.S.), L.P., a Delaware limited partnership, has provided a limited guarantee (the “ Limited Guarantee ”) to the Sellers with respect to certain of the Purchaser’s obligations under this Agreement and the Canada Supplement.

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the US Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms . For purposes of this Agreement:

“ Accounts Payable ” means any and all accounts payable arising from the conduct of the Business, whether or not in the ordinary course, together with any unpaid financing charges accrued thereon, regardless of when asserted, billed or imposed.

“ Accounts Receivable ” means any and all accounts receivable, notes and other amounts receivable from third parties, including customers, arising from the conduct of the Business, whether or not in the ordinary course, together with any unpaid financing charges accrued thereon.

“ Acquisition Financing Sources ” means the entities that have committed to provide or otherwise entered into agreements in connection with the Acquisition Financing or other financings in connection with the transactions contemplated hereby, including the parties to the Financing Commitments and any joinder agreements or credit agreements (including the definitive agreements executed in connection with the Debt Financing Commitments) relating thereto.

“ Action ” means any claim, action, suit, inquiry, audit, proceeding or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.

“ Adjustment Amount ” means the positive or negative amount equal to (a) the Final Working Capital minus (b) the Estimated Working Capital.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that Seven Hills JV shall be deemed to not be an Affiliate of the Seller.

“ Ancillary Agreements ” means the Bill of Sale and Assumption Agreements, the Deeds, the Assignments of Leases, the Assignment of U.S. Transferred Intellectual Property and the Transition Services Agreement.

“ Assignment of Lease ” means the Assignment of Lease to be executed by the US Seller at the Closing with respect to each parcel of Leased Real Property listed on Schedule 2.01(a)(iv)(B) , substantially in the form of Exhibit 1.01(a) .

“ Assignment of U.S. Transferred Intellectual Property ” means the Assignment of U.S. Transferred Intellectual Property to be executed by the US Seller at the Closing, substantially in the form of Exhibit 1.01(b) .

“ Assumed Liabilities ” means collectively, the US Assumed Liabilities and the Canadian Assumed Liabilities.

“ Bill of Sale and Assumption Agreements ” means the Bill of Sale and Assumption Agreements to be executed by the US Seller at the Closing, substantially in the form of Exhibit 1.01(c) .

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“ Business Retiree ” means any former employee of the Business who is entitled to retirement or post-retirement benefits under any Plan.

“ Canada Business ” means the Business, as conducted by the Canadian Seller as of the Closing Date.

“ Canada Closing ” has the meaning given to such term in the Canada Supplement.

“ Canada Supplement ” means the Canada Supplement, dated as of the date hereof, by and between the Canadian Seller and the Canadian Purchaser, in the form attached hereto as Exhibit 1.01(d) .

“ Canadian Accrued Liabilities ” has the meaning given to such term in the Canada Supplement.

“ Canadian Assumed Liabilities ” has the meaning given to such term in the Canada Supplement.

“ Canadian Base Purchase Price ” has the meaning given to such term in the Canada Supplement.

“ Canadian Excluded Liabilities ” has the meaning given to such term in the Canada Supplement.

“ Canadian Plans ” means “Plans” as defined in the Canada Supplement.

“ Canadian Purchased Assets ” has the meaning given to such term in the Canada Supplement.

“ Canadian Purchaser ” means the Purchaser and its permitted assigns.

“ Code ” means the Internal Revenue Code of 1986, as amended through the date hereof.

“ Contract ” means any legally binding contract, agreement, instrument, license, sublicense, lease, sublease, commitment or sales and purchase order, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto.

“ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“ Deed ” means, with respect to each parcel of Owned Real Property, the instrument of conveyance to be executed by each Seller at the Closing in the form of a limited warranty deed or its equivalent (except in the case of an Owned Real Property for which such Seller received a quit claim deed at the time it acquired such Owned Real Property, in which case in the form of a quit claim deed or its equivalent) customarily given in the applicable jurisdiction and sufficient to be recorded in such jurisdiction.

“ Designated Purchaser ” means any Affiliate of the Purchaser designated by the Purchaser to acquire the Purchased Assets pursuant to Section 10.11 , including the Canadian Purchaser.

“ Disclosure Schedule ” means the Disclosure Schedule attached hereto, dated as of the date hereof, delivered by the US Seller to the Purchaser in connection with this Agreement.

“ Encumbrance ” means any security interest, pledge, hypothecation, charge, mortgage, lien, encumbrance, equitable interest, claim, right of possession, lease, tenancy, encroachment, covenant, infringement, interference, order, option, right of first refusal, preemptive right, community property interest, exception, reservation, limitation, impairment, imperfection of title, condition or restriction of any nature (including any restriction on the transfer of any asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“ Environmental Law ” means any U.S. or Canadian federal, state or local statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, relating to pollution or protection of the environment.

“ Environmental Liability ” means any claim, demand, order, suit, obligation, liability, cost (including the cost of any investigation, testing, compliance or remedial action), consequential damages, loss or expense (including reasonable and incurred attorney’s and consultant’s fees and expenses) arising out of, relating to or resulting from any Environmental Law or environmental, health or safety matter or condition, including natural resources, and related in any way to the Business or the Purchased Assets or to this Agreement or the Canada Supplement or their respective subject matters, in each case whether arising or incurred before, at or after the Closing.

“ Environmental Permits ” means any permit, approval, identification number, license and other authorization required under or issued pursuant to any applicable Environmental Law.

“ Excluded Liabilities ” means collectively, the US Excluded Liabilities and the Canadian Excluded Liabilities.

“ Governmental Authority ” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Gypsum DB Plan ” means Lafarge North America Inc. Pension Plan for Hourly Compensated Employees (Gypsum).

“ Gypsum Products ” means (i) wallboard for interior and exterior applications, (ii) joint compounds and (iii) other related products.

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

“ Indemnified Party ” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“ Indemnifying Party ” means the US Seller pursuant to Section 8.02 and the Purchaser pursuant to Section 8.03 , as the case may be.

“ Indemnified Taxes ” means all Taxes relating to the Purchased Assets or the Business for, or applicable to, a Pre-Closing Period that are the responsibility of the Sellers under Section 5.10(b) or Section 5.11 .

“ Intellectual Property ” means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing, including all divisionals, continuations and continuations-in-part, and all renewals and extensions thereof, in each case, as applicable.

“ Inventories ” means all inventory, merchandise, finished goods, work in progress, raw materials, supplies and packaging materials produced, manufactured, acquired, ordered or held for sale in connection with the Business, and any prepaid deposits for any of the same.

“ IRS ” means the Internal Revenue Service of the United States.

“ Lafarge/Rock-Tenn Guaranty ” means the Guaranty entered into by the US Seller in favor of Rock-Tenn pursuant to Section 18.3(b) of the Seven Hills Joint Venture Agreement.

“ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“ Leased Real Property ” means the real property leased, subleased or licensed by the Sellers, as tenant, to the extent primarily related to the Business, together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of the Sellers (used primarily in the Business) attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing.

“ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any Contract.

“ Marketing Period ” means the first period of 15 consecutive days throughout which the conditions set forth in Section 7.02 shall be satisfied or waived (other than those conditions that by their nature can only be satisfied at the Closing); provided that (A) July 4, 2013, July 5, 2013, November 27, 2013, November 28, 2013 and November 29, 2013 shall not be counted as days in determining such 15 consecutive day period (it being understood that any period including such dates shall be deemed to be consecutive for purposes of the foregoing), (B)

if such 15 consecutive day period were to commence but would not be completed in accordance with its terms prior to August 16, 2013, then such 15 consecutive day period shall not commence prior to September 3, 2013 and (C) such 15 consecutive day period must be completed in accordance with its terms prior to December 23, 2013.

“ Material Adverse Effect ” means any event, circumstance, change or effect that, individually or together with any other event, circumstance, change or effect (i) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, results of operations or financial condition of the Business, taken as a whole, or (ii) materially impairs the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Canada Supplement; provided , however , with respect to clause (i) above, Material Adverse Effect shall not include: (a) events, circumstances, changes or effects that generally affect the industry in which the Business operates; (b) changes in economic, market, business, regulatory or political conditions generally in the jurisdiction of organization or any other jurisdiction in which the Business operates, or in the global financial markets generally or in the financial markets of any such jurisdiction; (c) changes in any Law; (d) changes in US GAAP, including accounting and financial reporting pronouncements by a Governmental Authority; (e) changes arising from the consummation of the transactions contemplated by, or the announcement of the execution of, this Agreement, including any actions of competitors, customers or employees; (f) any event, circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement or at the request of the Purchaser; and (g) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof; except in the case of the foregoing clauses (a), (b), (c), (d) or (g), to the extent such events circumstances, changes in or effects have a materially disproportionate effect on the Business, taken as a whole, relative to other industry participants operating in the same or similar businesses.

“ Net Working Capital ” means the amount (which may be positive or negative) equal to (i) the current assets of the Business included in the Purchased Assets minus (ii) the current liabilities of the Business included in the Assumed Liabilities, in each case as of the Closing Date, as determined in accordance with the Working Capital Principles.

“ Owned Real Property ” means the real property in which the Sellers have fee title (or equivalent) interest to the extent primarily related to the Business, other than any such property that is an Excluded Asset, together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of the Sellers (used primarily in the Business) attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing.

“ Permitted Encumbrances ” means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business with respect to (i) charges not yet due and payable or (ii) as to which there is no default on the part of the Sellers or the validity or amount of which is being contested in good faith by appropriate proceedings, (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities that are not violated in any material

respect by the current use of the underlying asset, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and other similar matters of record set forth in any state, local or municipal office or like franchise under which the Business is conducted that are not violated in any material respect by the current use of the underlying asset, (e) matters which would be disclosed by an accurate survey or inspection of the Real Property which do not materially impair the occupancy or current use of such Real Property which they encumber and (f) all other Encumbrances set forth in Schedule 1.01(a) .

“ Person ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“ Post-Closing Period ” means any taxable period (or portion thereof) beginning after the Closing Date.

“ Pre-Closing Period ” means any taxable period (or portion thereof) ending on or prior to the Closing Date.

“ Product Liabilities ” means, with respect to any Gypsum Product manufactured, marketed, distributed or sold by either Seller prior to the Closing or by the Purchaser or its Affiliates following the Closing, all Liabilities resulting from actual or alleged harm, injury, damage or death to persons, property or business, irrespective of the legal theory asserted.

“ Property Taxes ” means real and personal ad valorem property Taxes and any other Taxes imposed on a periodic basis and measured by the level of any item.

“ Purchased Assets ” means, collectively, the US Purchased Assets and the Canadian Purchased Assets.

“ Real Property ” means all land, buildings, improvements and fixtures erected thereon and all appurtenances related thereto, including the Owned Real Property and the Leased Real Property.

“ Regulations ” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code through the date hereof.

“ Representatives ” means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.

“ Rock-Tenn ” means Rock-Tenn Company, a Georgia company (or any successor to its interests and obligations under any of the Rock-Tenn Operative Agreements).

“ Rock-Tenn Operative Agreements ” has the meaning set forth in Schedule 1.2 to the Seven Hills Joint Venture Agreement.

“ Seven Hills Joint Venture Agreement ” means the Joint Venture Agreement dated February 18, 2000, between Rock-Tenn and the US Seller.

“ Seven Hills JV ” means Seven Hills Paperboard, LLC, a Delaware limited liability company.

“ Straddle Period ” means any taxable period beginning on or prior to and ending after the Closing Date.

“ Target Working Capital ” means $45,038,000.

“ Tax ” or “ Taxes ” means all taxes, levies, assessments, fees, deficiencies, including income tax, corporation tax, franchise tax, capital gains tax, gross receipts tax, windfall profits tax, withholding tax, sales tax, use tax, transfer tax, occupation tax, payroll tax, employment tax, production tax, excise tax, property tax, stamp taxes, including any obligation to indemnify or otherwise assume or succeed to the tax liability of another person, including interest, fines, penalties, additions to tax (including, where applicable, any interest with respect to such fines, penalties and additions to tax) and other related charges imposed, assessed or collected by or under the authority of any Governmental Authority.

“ Tax Returns ” means any and all returns, reports and forms (including, elections, declarations, amendments, schedules, information returns, claims for refunds or attachments thereto) required to be filed with a Governmental Authority with respect to Taxes.

“ Transfer Taxes ” means all transfer, documentary, sales, use, registration, stamp and other such similar Taxes (including all applicable real estate transfer Taxes), including any penalties, interest and additions to any Tax.

“ Transferred Intellectual Property ” means all Intellectual Property owned by the Sellers used primarily in the Business.

“ Transferred IP Agreements ” means all licenses of Intellectual Property granted to the Sellers that are primarily related to the Business.

“ US Business ” means the Business, as conducted by the US Seller as of the Closing Date.

“ US GAAP ” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

“ US Seller’s Knowledge ”, “ Knowledge of the US Seller ” or similar terms used in this Agreement mean the actual knowledge, after reasonable inquiry, of the Persons listed in Exhibit 1.01(e) as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate).

“ US Purchase Price Bank Account ” means a bank account in the United States to be designated by the US Seller in a written notice to the Purchaser at least five Business Days before the Closing.

“ Working Capital Principles ” means the principles, practices and methodologies described in Exhibit 1.01(f) hereto, as applied in a manner consistent with the example set forth in such Exhibit.

SECTION 1.02. Definitions . The following terms have the meanings set forth in the Sections set forth below:


Definition		Location

“ Acquisition Financing ”		4.04(a)
“ Agreement ”		Preamble
“ Alternate Debt Financing ”		5.12(a)(iii)
“ Balance Sheet ”		3.04(a)
“ Base Purchase Price ”		2.03(a)
“ Business ”		Recitals
“ Business Group Employees ”		5.14(a)(ii)
“ Canadian Initial Purchase Price ”		2.03(b)
“ Canadian Seller ”		Recitals
“ Closing Date ”		2.04(a)
“ Closing ”		2.04(a)
“ CoGen Relocation Costs ”		5.20
“ Cogeneration Costs ”		5.20
“ Cogeneration Equipment ”		5.20
“ Competing Business ”		5.14(a)(i)
“ Confidentiality Agreement ”		5.03(a)
“ Customer ”		5.14(a)(iii)
“ Debt Commitment Letter ”		4.04(a)
“ Debt Financing ”		4.04(a)
“ End Date ”		9.01(a)
“ Equity Commitment ”		4.04(a)
“ Equity Financing ”		10.14(b)
“ ERISA ”		3.13(a)
“ Estimated Closing Statement ”		2.07(a)(i)
“ Estimated Working Capital ”		2.07(a)(i)
“ Excluded Assets ”		2.01(b)
“ Excluded Claims ”		2.02(b)(iv)
“ Existing Stock ”		5.06(b)
“ Final Closing Statement ”		2.07(d)(iii)
“ Final Working Capital ”		2.07(d)(iii)
“ Financial Statements ”		3.04(a)
“ Financing Commitments ”		4.04(a)
“ Fundamental Representations ”		8.04(b)
“ Indemnifiable Environmental Liabilities ”		8.07(b)
“ Independent Accounting Firm ”		2.07(d)(iii)
“ Initial Closing Statement ”		2.07(b)
“ Initial Purchase Price ”		2.07(a)(ii)
“ Interim Financial Statements ”		3.04(a)


Definition		Location

“ Labor Agreement ”		3.14(b)
“ Leased Vehicles ”		5.19
“ Limited Guarantee ”		Recitals
“ Loss ”		8.02
“ Material US Contracts ”		3.16(a)
“ Mirror Plan ”		6.07(c)
“ Most Cost-Effective Manner ”		8.07(b)(iii)
“ New Debt Commitment Letter ”		5.12(a)(iii)
“ Permits ”		3.08(b)
“ Plans ”		3.13(a)
“ Pre-Closing Environmental Liabilities ”		2.02(b)(ix)
“ Purchase Price ”		2.03
“ Purchase Price Allocations ”		2.03(c)
“ Purchaser Flexible Account Plan ”		6.03
“ Purchaser Indemnified Party ”		8.02
“ Purchaser Indemnifying Parties ”		8.03
“ Purchaser ”		Preamble
“ Remedial Action ”		8.07(b)
“ Retained Names and Marks ”		5.06(a)
“ Review Period ”		2.07(c)
“ Scheduled IP ”		3.10
“ Seller Indemnified Party ”		8.03
“ Sellers ”		Recitals
“ Seller Flexible Account Plan ”		6.03
“ Statement of Objections ”		2.07(d)(i)
“ Straddle Period Return ”		5.10(b)(iii)
“ Tax Claim ”		8.04(d)
“ Third Party Claim ”		8.05(b)
“ Trade Secrets ”		3.10
“ Transferred Contracts ”		2.01(a)(xv)
“ Transferred Employee ”		6.01
“ Transition Services Agreement ”		5.09
“ US Accounts Receivable ”		3.23
“ US Assumed Liabilities ”		2.02(a)
“ US Base Purchase Price ”		2.03(a)
“ US Excluded Liabilities ”		2.02(b)
“ US Initial Purchase Price ”		2.03(b)
“ US Inventory ”		3.17
“ US Purchase Price Allocation ”		2.03(c)
“ US Purchased Assets ”		2.01(a)
“ US Purchaser DC Plan ”		6.07(b)
“ US Seller DC Plan ”		6.07(b)
“ US Seller ”		Preamble
“ US Seller Real Property ”		3.11(d)

SECTION 1.03. Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) references to a Person are also to its successors and permitted assigns;

(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(i) references to documents or other materials “provided” or “made available” to the Purchaser shall mean that such documents or other materials were present at least two Business Days prior to the date of this Agreement in the on-line data room maintained by the Sellers for purposes of the transactions contemplated by this Agreement and accessible by Purchaser.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale of Assets in respect of the US Business . (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the US Seller shall, and solely with respect to clause (xvi) below, cause Silver Grove Properties, LLC to, sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the US Seller, all of the US Seller’s right, title and interest in and to all of the assets, properties and

rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, primarily used in or primarily related to the US Business, whether or not carried or reflected on or specifically referred to in the US Seller’s books or financial statements or in the Schedules hereto, other than the Excluded Assets or as expressly provided in this Section 2.01(a) (the “ US Purchased Assets ”), free and clear of any Encumbrances other than Permitted Encumbrances, including the following:

(i) the US Business as a going concern;

(ii) all assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed);

(iii) all assets acquired by the US Seller since the date of the Balance Sheet which, had they been held by the US Seller on such date, would have been recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value would have been attributed);

(iv) the Owned Real Property listed on Schedule 2.01(a)(iv)(A) and all rights in respect of the Leased Real Property listed on Schedule 2.01(a)(iv)(B) ;

(v) the tangible personal property used or held for use by the US Seller primarily in the conduct of the US Business;

(vi) the furniture, fixtures, equipment, machinery, vehicles and rolling stock and other tangible property used or held for use by the US Seller primarily in the US Business;

(vii) the Inventories in respect of the US Business;

(viii) all Accounts Receivable of the US Business that are included in the Final Working Capital;

(ix) all membership interests in Seven Hills JV beneficially owned by the US Seller;

(x) the books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and any rights thereto owned, primarily associated with or primarily employed by the US Seller in the conduct of the US Business; provided that the US Seller may retain a copy of any such records;

(xi) the goodwill of the US Seller relating to the US Business;

(xii) subject to Section 2.08 , the Transferred Intellectual Property owned by the US Seller and the Transferred IP Agreements in respect of the US Business;

(xiii) the sales and promotional literature, customer lists and other sales-related materials of the US Seller related to the US Business;

(xiv) subject to Section 2.08 , the rights of the US Seller under the Contracts primarily relating to the US Business, other than Transferred IP Agreements, and including the Contracts set forth on Schedules 2.01(a)(xiv) (the “ Transferred Contracts ”);

(xv) subject to Section 2.08 and solely to the extent transferable, all Permits; and

(xvi) the assets owned by Silver Grove Properties, LLC set forth on Schedule 2.01(a)(xvi) .

(b) Notwithstanding anything in Section 2.01(a) to the contrary, the US Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the US Seller’s right title and interest to and under the following assets, properties, rights and claims (the “ Excluded Assets ”):

(i) the US Purchase Price Bank Account;

(ii) all cash and cash equivalents, securities, and negotiable instruments of the US Seller on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation of the US Seller or any of its Affiliates;

(iii) any rights to Tax refunds, credits or similar benefits attributable to Indemnified Taxes;

(iv) the company seal, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence or capitalization of the US Seller, as well as any other records or materials relating to the US Seller generally and not involving or related to the US Purchased Assets or the operations of the Business;

(v) except as set forth in Section 5.06 , any and all rights in and to the Retained Names and Marks;

(vi) any right, property or asset that is listed or described in Schedule 2.01(b)(vi) ;

(vii) any asset of the US Seller, including any Owned Real Property, used or held for use by the Business that is located in Newark, New Jersey, or related thereto;

(viii) all rights of the US Seller under this Agreement and the Ancillary Agreements;

(ix) Tax Returns of the US Seller, other than those relating primarily to the Purchased Assets or the Business;

(x) all current and prior insurance policies of the US Seller and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;

(xi) all claims, defenses, causes of action, choses in action, rights of recovery for reimbursement, contribution, refunds, indemnity or other similar payment recoverable by the US Seller from or against any third party to the extent relating to any US Excluded Liabilities;

(xii) any capital stock issued by the US Seller;

(xiii) any Canadian Purchased Assets; and

(xiv) any Plan and any assets of any such Plan.

SECTION 2.02. Assumption and Exclusion of Liabilities . (a) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall, from and after the Closing, assume and agree to pay, perform and discharge when due, the following Liabilities of the US Seller to the extent relating to the US Business or the US Purchased Assets (the “ US Assumed Liabilities ”):

(i) all Liabilities of the US Seller arising under the Transferred Contracts and the Transferred IP Agreements, in each case arising from facts and circumstances occurring after the Closing Date;

(ii) all Accounts Payable of the US Seller that are included in the Final Working Capital;

(iii) all Liabilities for product warranty service claims relating to products of the US Business and all Product Liabilities of the US Business, in each case arising from facts and circumstances occurring after the Closing Date, other than the Excluded Claims;

(iv) all liabilities and obligations in connection with Transferred Employees for which Purchaser is responsible in accordance with the provisions of Article VI , it being understood that, except as otherwise provided in Article VI , such liabilities and obligations shall be Assumed Liabilities only to the extent such liabilities and obligations relate to, and are required to be performed during, periods after the Closing Date;

(v) all Liabilities in respect of any and all accrued vacation, sick leave, workers’ compensation claims and insurance claims of the Transferred Employees of the US Business;

(vi) all Environmental Liabilities of the US Business, in each case arising from facts and circumstances occurring on or after the Closing Date; and

(vii) all Taxes relating to the US Purchased Assets or the US Business for, or applicable to, a Post-Closing Period and 50% of all Transfer Taxes in accordance with Section 5.10(c) .

(b) Notwithstanding any other provision of this Agreement, except for the US Assumed Liabilities, the Purchaser shall not assume or be obligated to pay, perform or otherwise discharge (and the US Seller shall retain, pay, perform and otherwise discharge without recourse to the Purchaser) any Liabilities of the US Seller of any kind, character or description whatsoever (the “ US Excluded Liabilities ”), including the following:

(i) (A) all Indemnified Taxes and (B) except for any Taxes that are expressly the responsibility of the Purchaser or the Canadian Purchaser in Section 5.10 , (I) all Taxes of the Sellers or any of their Affiliates for, or applicable to, any period, and (II) 50% of all Transfer Taxes in accordance with Section 5.10(c) ;

(ii) all Liabilities relating to or arising out of the Excluded Assets;

(iii) except for Accounts Payable of the US Seller that are included in the Final Working Capital, any indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date;

(iv) all Liabilities in respect of the claims set forth in Schedule 2.02(b)(iv) (the “ Excluded Claims ”);

(v) all Liabilities in respect of Business Retirees and Plans;

(vi) the US Seller’s obligations under this Agreement and the Ancillary Agreements;

(vii) all Liabilities of the US Seller arising under the Transferred Contracts and the Transferred IP Agreements, in each case arising from facts and circumstances occurring prior to the Closing Date;

(viii) all Liabilities for product warranty claims relating to products of the US Business and all Product Liabilities of the US Business, in each case arising from facts and circumstances occurring prior to the Closing Date; provided that the Purchaser shall use its commercially reasonable efforts to cooperate with the US Seller in responding to any product warranty claims, including by causing the Business to supply replacement Gypsum Products to the relevant customer (at the cost and expense of the US Seller); and

(ix) all Environmental Liabilities of the US Business, in each case arising from facts and circumstances occurring prior to the Closing Date (the “ Pre-Closing Environmental Liabilities ”).

SECTION 2.03. Purchase Price; Allocation of Purchase Price . (a) The purchase price for the US Purchased Assets shall be six hundred and ninety-three million dollars ($693,000,000) (the “ US Base Purchase Price ”) and, together with the Canadian Base Purchase Price, the “ Base Purchase Price ”,) shall be subject to the adjustments set forth in Section 2.07 (as so aggregated with the Canadian Base Purchase Price and adjusted, the “ Purchase Price ”).

(b) Not fewer than three Business Days prior to the Closing Date, the US Seller shall, and shall cause the Canadian Seller to, and the Purchaser shall, and shall cause the Canadian Purchaser to, agree upon an allocation of the Initial Purchase Price between the “US Initial Purchase Price” (the “ US Initial Purchase Price ”) and the “Canadian Initial Purchase Price” (the “ Canadian Initial Purchase Price ”) to reflect the relative values of the US Business and the Canada Business.

(c) The US Seller and the Purchaser shall allocate the sum of the US Base Purchase Price and the US Assumed Liabilities among the US Purchased Assets pursuant to Section 1060 of the Code and the Regulations promulgated thereunder (the “ US Purchase Price Allocation ”) and shall cause the Canadian Seller and the Canadian Purchaser, respectively, to allocate the sum of the Canadian Base Purchase Price and the Canadian Accrued Liabilities among the Canadian Purchased Assets (together with the US Purchase Price Allocation, the “ Purchase Price Allocations ”). Within 60 days after the Closing, the Purchaser shall provide the US Seller with proposed Purchase Price Allocations for its review and comment. If the US Seller does not provide any comments to the Purchaser in writing within 30 days following delivery by the Purchaser of the proposed Purchase Price Allocations, then the Purchase Price Allocations proposed by the Purchaser shall be deemed to be final and binding, absent manifest error. If, however, the US Seller submits comments to the Purchaser within such 30 day period, the Purchaser and the US Seller shall negotiate in good faith to resolve any differences within 30 days. Notwithstanding any other provision in this Agreement to the contrary, if the US Seller and the Purchaser are unable to resolve any such dispute within the 30 day period following the US Seller’s submission of comments on the Purchaser’s proposed Purchase Price Allocations, then the US Seller and the Purchaser shall each be entitled to use their own Purchase Price Allocations with respect to the items in dispute; provided that each shall use the US Initial Purchase Price and the Canadian Initial Purchase Price as determined under Section 2.03. (b) . For the avoidance of doubt, none of the US Seller, the Canadian Seller, the Purchaser nor the Canadian Purchaser is obligated hereunder to use the Purchase Price Allocations in its financial accounting or financial reporting.

(d) For all Tax purposes, the Purchaser and the US Seller agree that the transactions contemplated by this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the US Purchase Price Allocation, except where the parties did not agree to the US Purchase Price Allocations pursuant to Section 2.03(c) , and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise, unless required to do so by applicable Law or a “determination”, within the meaning of Section 1313(a)(1) of the Code. Each of the US Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594, and the statement required to be filed under Section 1.751-1(a)(3) of the Regulations, and to furnish the other with a copy of such form or statement prepared in draft form within a commercially reasonable period before its filing due date. Any subsequent adjustments to the US Base Purchase Price and the US Assumed Liabilities shall be reflected in the US Purchase Price Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder.

SECTION 2.04. Closing . (a) Subject to the terms and conditions of this Agreement, the sale and purchase of the US Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, at 10:00 A.M. New York time on the fifth Business Day following the later of (i) the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 7.01(b) and Section 7.02(b) and (ii) two Business Days after the final day of the Marketing Period, or at such other place or at such other time or on such other date as the US Seller and the Purchaser may mutually agree upon in writing (such date, the “ Closing Date ”).

(b) Subject to the terms and conditions of this Agreement and the Canada Supplement, immediately following the Closing, the Purchaser and the US Seller shall cause the Canadian Purchaser and the Canadian Seller, respectively, to consummate the transactions contemplated to occur at the Canada Closing pursuant to the Canada Supplement.

SECTION 2.05. Closing Deliveries by the US Seller . At the Closing, the US Seller shall deliver or cause to be delivered to the Purchaser:

(a) an executed counterpart of each of the Bill of Sale and Assumption Agreements, the Deeds with all required Transfer Tax stamps affixed, each Assignment of Lease, the Assignment of U.S. Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to effect the transfer of the US Purchased Assets to the Purchaser or evidence such transfer on the public records, in each case duly executed by the US Seller;

(b) executed counterparts of each Ancillary Agreement to which the US Seller is a party other than the Ancillary Agreements delivered pursuant to Section 2.05(a) ;

(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of the US Seller, of the resolutions duly and validly adopted by the Board of Directors of the US Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(e) a certificate of non-foreign status pursuant to section 1.1445-2(b)(2) of the Regulations, duly executed and acknowledged;

(f) a certificate of a duly authorized officer of the US Seller certifying as to the matters set forth in Section 7.02(a) ; and

(g) the Lafarge/Rock-Tenn Guaranty if required by Rock-Tenn pursuant to Section 18.3(b) of the Seven Hills Joint Venture Agreement.

SECTION 2.06. Closing Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver to the US Seller:

(a) the US Initial Purchase Price by wire transfer in immediately available funds to the US Purchase Price Bank Account;

(b) an executed counterpart of each of the Bill of Sale and Assumption Agreements, each Assignment of Lease, the Assignment of U.S. Transferred Intellectual Property and such other instruments, in form and substance reasonably satisfactory to the US Seller, as may be requested by the US Seller to effect the assumption by the Purchaser of the Assumed Liabilities and to evidence such assumption on the public records;

(c) executed counterparts of each Ancillary Agreement (other than the Ancillary Agreements delivered pursuant to Section 2.06(b) ) to which the Purchaser is a party;

(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the sole member of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a) ; and

(f) in the event the Lafarge/Rock-Tenn Guaranty is provided by the US Seller, the power of attorney contemplated by Section 5.18 .

SECTION 2.07. Adjustment of Purchase Price . The Base Purchase Price shall be subject to adjustment as specified in this Section 2.07 :

(a) Estimated Statement of Net Working Capital . (i) No later than five Business Days prior to the Closing Date, the US Seller shall prepare and deliver to the Purchaser a statement (the “ Estimated Closing Statement ”) showing the estimate of the Net Working Capital as of the Closing Date prepared in good faith and in accordance with the Working Capital Principles (the “ Estimated Working Capital ”), together with reasonable supporting documentation; provided ; however that the parties agree, notwithstanding the application of the Working Capital Principles, that for purposes of this Section 2.07 the Estimated Working Capital shall not be greater than $49,541,800 or less than $40,534,200. Thereafter, at the request of the Purchaser, the US Seller shall give the Purchaser reasonable access during normal business hours to review the Sellers’ books and records to the extent they relate to the Estimated Closing Statement and the US Seller’s work papers relating to the Estimated Closing Statement. The US Seller and the Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the calculation of the Estimated Working Capital. If the US Seller and the Purchaser agree to any changes to the Estimated Working Capital, the term “Estimated Working Capital” as used in this Agreement shall be deemed to reflect such changes; provided that if the US Seller and the Purchaser are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Statement provided by US Seller to the Purchaser shall be binding only for purposes of the adjustment to the Purchase Price pursuant to Section 2.07(b) with respect to the Estimated Closing Statement.

(ii) The amount payable by the Purchaser at the Closing pursuant to this Agreement and the Canada Supplement (the “ Initial Purchase Price ”) shall be the Base Purchase Price plus , (x) if the Estimated Working Capital is greater than the Target Working Capital, the difference between the Estimated Working Capital and the Target Working Capital, or minus , (y) if the Estimated Working Capital is less than the Target Working Capital, the difference between the Target Working Capital and the Estimated Working Capital.

(b) Closing Statement of Net Working Capital . As promptly as practicable, but in any event within 60 Business Days following the Closing, the Purchaser shall prepare and deliver to the US Seller a statement showing the Net Working Capital as of the Closing Date prepared in good faith and in accordance with the Working Capital Principles (the “ Initial Closing Statement ”), together with reasonable supporting documentation.

(c) Review by the US Seller . Upon receipt of the Initial Closing Statement, the US Seller shall have 30 Business Days (the “ Review Period ”) to review such statement. During the Review Period, at the request of the US Seller, the Purchaser shall give the US Seller reasonable access during normal business hours to review the Purchaser’s books and records to the extent they relate to the Initial Closing Statement and the Purchaser’s work papers relating to the Initial Closing Statement (including, in each case, such historical financial information relating to the Business as the US Seller shall reasonably request), and shall cause the Business and its employees and accountants to provide reasonable assistance to the US Seller in its review of the Initial Closing Statement.

(d) Disputes . (i) On or prior to the last day of the Review Period, the US Seller may object to the Initial Closing Statement or the determination of the Net Working Capital, by delivering to the Purchaser a written statement from the US Seller setting forth in reasonable detail the US Seller’s objections thereto (the “ Statement of Objections ”) and the US Seller’s proposed alternative calculation of each such disputed item. If the US Seller fails to deliver a Statement of Objections in accordance with this Section 2.07(d) within the Review Period, (A) the Initial Closing Statement (and related determination of the Net Working Capital) shall be deemed to have been accepted by the US Seller and shall be final and binding on the parties, and (B) such Net Working Capital shall be used in computing the Adjustment Amount made hereunder.

(ii) If the US Seller delivers the Statement of Objections to the Purchaser within the Review Period, the Purchaser and the US Seller shall negotiate in good faith to resolve such objections during the 20 Business Days immediately following the US Seller’s delivery of the Statement of Objections, and any objections that are resolved by a written agreement between the Purchaser and the US Seller shall be final, binding and conclusive on the parties.

(iii) If at the end of such 20 Business Day period, the US Seller and the Purchaser have been unable to resolve any differences that they may have with respect to the matters specified in the Statement of Objections, the US Seller and the Purchaser shall submit all matters that remain in dispute with respect to the Statement of Objections (along with a copy of the Initial Closing Statement marked to indicate those line items

that are not in dispute) to KPMG LLP (either KPMG LLP or such other internationally-recognized accounting firm mutually satisfactory to the US Seller and the Purchaser being referred to herein as the “ Independent Accounting Firm ”), and the US Seller and Purchaser shall use reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within 30 Business Days after such submission. The written decision of the Independent Accounting Firm shall be final, binding and conclusive on the US Seller and the Purchaser. The Purchaser and the US Seller shall enter into reasonable and customary arrangements for the services to be rendered by the Independent Accounting Firm. With respect to each disputed line item, such determination, if not in accordance with the position of either the US Seller or the Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Purchaser in the Initial Closing Statement or by the US Seller in the Statement of Objections with respect to such disputed line item. The Initial Closing Statement that is final and binding on the parties, as determined either through agreement of the parties pursuant to Section 2.07(d)(ii) or through the action of the Independent Accounting Firm pursuant to this Section 2.07(d)(iii) , is referred to as the “ Final Closing Statement ,” and the Net Working Capital reflected thereon is referred to as the “ Final Working Capital ;” provided ; however that the parties agree, notwithstanding the application of the Working Capital Principles or any determination made by the Independent Accounting Firm, that for purposes of this Section 2.07 the Final Working Capital shall not be greater than $49,541,800 or less than $40,534,200. The fees and disbursements of the Independent Accounting Firm shall be allocated between the US Seller and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted.

(iv) In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

(e) Purchase Price Adjustment . The Closing Statement shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the end of the Review Period if the US Seller has not delivered a Statement of Objections prior to such time, (y) the resolution by the parties of all disputes pursuant to Section 2.07(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.07(d)(iii) by the Independent Accounting Firm. Within three Business Days of the date the Final Closing Statement becomes final pursuant to this Section 2.07(e) , the Purchaser shall pay to the US Seller (if the Adjustment Amount is positive) or the US Seller shall pay to the Purchaser (if the Adjustment Amount is negative), as the case may be, the absolute value of the Adjustment Amount, together with an amount equal to the equivalent of interest thereon at a rate equal to the rate announced from time to time by CitiBank as its base rate ( i.e. , prime rate) during the period from and including the Closing Date to, but excluding, the date of the payment required by this Section 2.07(e) calculated on the basis of a 365-day year and the actual number of days elapsed. To the extent that a portion of any Adjustment Amount (whether positive or negative) is attributable to the Canadian Purchased Assets or the Canadian Assumed Liabilities (as determined by the party receiving payment), the US Seller or the Purchaser shall have received as agent for, and transfer to, the Canadian Seller or the Canadian Purchaser, as the

case may be, an amount equal to that portion of the Adjustment Amount (with interest, as described above), which shall adjust the Canadian Purchase Price. Any payments pursuant to this Section 2.07(e) shall be made by wire transfer of immediately available funds to a bank account or accounts as shall be designated in writing by the US Seller or the Purchaser, as the case may be, no later than one Business Day prior to the payment date.

SECTION 2.08. Assignment of Certain Purchased Assets . Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent, approval or authorization of a third party, would constitute a breach or other contravention thereof or would in any way adversely affect the rights of the US Seller or the Purchaser thereto or thereunder. Subject to Section 5.05 , the US Seller shall use its reasonable best efforts, and the Purchaser shall cooperate reasonably with the US Seller, to obtain any such consent, approval or authorization as promptly as practicable following the date hereof. If any such consent, approval or authorization is not obtained prior to the Closing Date, or if an attempted transfer or assignment thereof would be ineffective or would adversely affect the rights of the US Seller thereto or thereunder so that the Purchaser would not in fact receive all such rights following the Closing, the US Seller and the Purchaser shall, subject to Section 5.05 , cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations and bear the economic burdens associated with such Purchased Asset in accordance with this Agreement, including through an arrangement under which the US Seller would subcontract, sublicense or sublease its rights in respect of such Purchased Asset to the Purchaser, or under which the US Seller would enforce for the benefit of the Purchaser, at the Purchaser’s sole cost and expense, any and all of its rights against a third party associated with such Purchased Asset, and the US Seller would promptly pay to the Purchaser all monies received by it in respect of any such Purchased Asset.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE US SELLER

The US Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date or, if a representation or warranty is made as of a specified date, as of such date, as follows, except as set forth on the Disclosure Schedule (it being understood and agreed that each item in a particular section of the Disclosure Schedule applies to the corresponding section hereof and to any other section as to which its relevance is reasonably apparent on the face of such item), and except that unless otherwise specified, none of the representations or warranties are made in respect of Seven Hills JV:

SECTION 3.01. Organization, Authority and Qualification of the US Seller . The US Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The US Seller is duly licensed or qualified to do business and

is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The execution and delivery of this Agreement and the Ancillary Agreements by the US Seller, the performance by the US Seller of its obligations hereunder and thereunder and the consummation by the US Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the US Seller. This Agreement has been, and upon their execution the Ancillary Agreements to which the US Seller is a party shall have been, duly executed and delivered by the US Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution such Ancillary Agreements shall constitute, legal, valid and binding obligations of the US Seller, enforceable against the US Seller in accordance with their respective terms.

SECTION 3.02. No Conflict . The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the US Seller is a party by the US Seller do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of the US Seller, (b) assuming that all consents, approvals, authorizations and other actions described in Section 3.03 have been obtained, all filings and notifications listed in Section 3.03 of the Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, conflict with or violate any Law or Governmental Order applicable to the US Seller or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the US Seller is a party, except, in the case of clauses (b) and (c), as would not have a Material Adverse Effect or as may result from any facts or circumstances relating solely to the Purchaser.

SECTION 3.03. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the US Seller is a party by the US Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) the pre-merger notification and waiting period requirements of the HSR Act, (b) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not have a Material Adverse Effect or (c) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

SECTION 3.04. Financial Information . (a) True and complete copies of (i) the audited balance sheet of the Business for the fiscal years ended as of 2011 and 2012, and the related audited statements of income and cash flows of the Business (collectively, the “ Financial Statements ”) and (ii) the unaudited balance sheet of the Business as of March 31, 2013 (such balance sheet, together with all related notes and schedules thereto, the “ Balance Sheet ”), and the related unaudited statements of income and cash flows of the Business (the “ Interim Financial Statements ”), have been delivered by the US Seller to the Purchaser.

(b) The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Sellers

(except as may be indicated in the notes thereto), (ii) present fairly in all material respects the financial condition and results of operations of the Business as of the dates thereof or for the periods covered thereby and (iii) were prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto); provided that, in the case of clauses (ii) and (iii), the Interim Financial Statements are subject to normal recurring year-end adjustments that will not, individually or in the aggregate, be material, and the absence of notes.

SECTION 3.05. Absence of Undisclosed Material Liabilities . There are no Liabilities of the US Seller (primarily relating to the Business) of a nature required to be reflected on a balance sheet prepared in accordance with US GAAP, other than Liabilities (a) reflected or reserved against on the Balance Sheet or the notes thereto, (b) incurred since December 31, 2012, in the ordinary course of business of the US Seller, or (c) that would not have a Material Adverse Effect.

SECTION 3.06. Conduct in the Ordinary Course . Since December 31, 2012, the Business has been conducted in the ordinary course and there has not occurred any Material Adverse Effect and the US Seller (to the extent it relates primarily to the Business) has not taken any action that, if taken after the date hereof, would constitute a violation of Sections 5.01(a)–(p) .

SECTION 3.07. Litigation . As of the date hereof, there is no Action relating to the Business or the Purchased Assets pending, or to the US Seller’s Knowledge, threatened, before any Governmental Authority that would have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. Except as would not materially affect the ability of the US Seller to carry out the Business as currently conducted, there is no outstanding order, writ, judgment, injunction, decree, determination or award of, or pending or, to the US Seller’s Knowledge, threatened investigation by, any Governmental Authority relating to the Business or the Purchased Assets.

SECTION 3.08. Compliance with Laws; Permits . (a) Except as would not have a Material Adverse Effect, the US Seller has conducted and continues to conduct the Business in accordance with all applicable Laws and Governmental Orders and the US Seller is not in violation of any such Law or Governmental Order.

(b) Except as would not have a Material Adverse Effect, (i) the US Seller is in possession of all Permits necessary for it to own, lease and operate the US Purchased Assets and to carry on the US Business in all material respects as currently conducted (the “ Permits ”), (ii) the US Seller is and has been in compliance in all material respects with all such Permits, (iii) no suspension, cancellation, modification, revocation or nonrenewal of any Permit is pending or, to the US Seller’s Knowledge, threatened and (iv) all Permits may be transferred in accordance with applicable Law and assigned to the Purchaser.

SECTION 3.09. Environmental Matters . (a) Except as would not have a Material Adverse Effect, (i) the Business as currently conducted by the US Seller is in compliance with all applicable Environmental Laws and has obtained and is in compliance with

all Environmental Permits, (ii) there are no written claims pursuant to any Environmental Law pending, or to the US Seller’s Knowledge, threatened, against the US Seller (to the extent relating to the Business), and (iii) the US Seller has provided the Purchaser with copies of any and all environmental assessment or audit reports or other similar studies or analyses generated within the last three years and in the US Seller’s possession that relate to the Purchased Assets.

(b) Except for those Environmental Permits required by the transactions contemplated by this Agreement, the US Seller has filed (or will have filed by the Closing Date) all applications necessary to renew or obtain any of its Environmental Permits in a timely fashion so as to allow the Business as conducted by the US Seller to continue to operate in compliance with all Environmental Laws and, to the US Seller’s Knowledge, neither it nor any of its Affiliates expects any such new or renewed Environmental Permit to include any terms or conditions that would have a Material Adverse Effect.

(c) The representations and warranties contained in this Section 3.09 and in Section 3.09 of the Canada Supplement are the only representations and warranties being made with respect to compliance with or liability under Environmental Laws or with respect to any environmental, health or safety matter, including natural resources, related in any way to the Business, including the Purchased Assets, or to this Agreement or its subject matter, and (ii) no other representation contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made with respect thereto.

SECTION 3.10. Intellectual Property . Section 3.10 of the Disclosure Schedule sets forth a true and complete list of all patents and patent applications, registered trademarks and trademark applications, and registered copyrights and copyright applications owned by the US Seller included in the Transferred Intellectual Property (collectively, the “ Scheduled IP ”). None of the Scheduled IP has been abandoned or adjudicated invalid or unenforceable. To the Knowledge of the US Seller, (i) no person is engaging in any activity that infringes any Transferred Intellectual Property owned by the US Seller, and (ii) no claim has been asserted in writing to the US Seller that the use of any Transferred Intellectual Property owned by the US Seller or any Intellectual Property licensed to the US Seller pursuant to the Transferred IP Agreements infringes the Intellectual Property of any third party. With respect to each item of Scheduled IP, the US Seller is the exclusive owner of such item, free and clear of all exclusive licenses. The US Seller has taken commercially reasonable measures in connection with the current conduct of the Business to protect the confidentiality of all material confidential and proprietary information, including material trade secrets and know-how included in the Transferred Intellectual Property and, to the Knowledge of the US Seller, no unauthorized disclosure of such confidential or proprietary information has been made by any of the US Seller’s employees or independent contractors.

SECTION 3.11. Real Property . (a) Section 3.11(a) of the Disclosure Schedule lists the street address and tax parcel identification number of each tract, parcel and/or subdivided lot comprising the Owned Real Property of the US Seller. The US Seller (i) except as would not have a Material Adverse Effect (1) has good and marketable title in fee simple to each parcel of Owned Real Property owned by it free and clear of all Encumbrances, except Permitted Encumbrances and (2) has not leased any parcel or any portion of any parcel of the Owned Real Property to any other Person, and (ii) has made available to the Purchaser copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys relating to the Owned Real Property, in each case to the extent in its possession.

(b) Section 3.11(b) of the Disclosure Schedule lists the street address of each tract, parcel or subdivided lot comprising the Leased Real Property of the US Seller and the identity of the lessor, lessee, current occupant (if different from lessee), date of lease and term expiry date of each such parcel of Leased Real Property. The US Seller (i) has delivered to the Purchaser true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property leased by it. There has not been any sublease or assignment entered into by the US Seller in respect of the leases relating to such Leased Real Property, no other party to any lease with respect to the Leased Real Property is an Affiliate of, or otherwise has any economic interest in, the US Seller and, except as would not have a Material Adverse Effect, the US Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof.

(c) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the US Seller’s Knowledge, threatened against the US Seller’s Owned Real Property.

(d) Use of the Leased Real Property and Owned Real Property of the US Seller (collectively, the “ US Seller Real Property ”) for the purposes for which it is presently being used is permitted under all applicable zoning Laws. All of the improvements on the US Seller Real Property are (i) in compliance in all material respects with all applicable Laws, including those pertaining to zoning, building and the disabled, (ii) in good repair and in good condition, ordinary wear and tear excepted, (iii) free from latent defects in all material respects and (iv) sufficient for the operation of the Business as it is currently conducted on the US Seller Real Property and as presently proposed to be conducted. Except as would not have a Material Adverse Effect, no part of any of the improvements on the US Seller Real Property encroaches on any Real Property not included in the US Seller Real Property, and there are no buildings, structures, fixtures or other improvements on the Real Property primarily situated on adjoining any US Seller Real Property which encroach on any part of the US Seller Real Property. Except as would not have a Material Adverse Effect, each of the improvements on the US Seller Real Property abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the US Seller Real Property and comprising a part of the US Seller Real Property, is supplied with public or quasi-public utilities and other services appropriate for the operation of the US Seller Real Property located thereon. To the Knowledge of the US Seller, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain proceeding that would result in the taking of all or any part of any US Seller Real Property or that would prevent or hinder the continued use of any US Seller Real Property as heretofore used in connection with the operation of the Purchased Assets. There are no public improvements involving any US Seller Real Property in progress that would be expected to materially adversely affect such property or, to the US Seller’s Knowledge, proposed that will result in special assessments against or otherwise materially adversely affect any of the US Seller Real Property. The US Seller enjoys peaceful and undisturbed possession of the US Seller Real Property. To the US Seller’s Knowledge, there are no facts or conditions affecting the improvements on the US Seller Real Property that would reasonably be expected to interfere with the current use, occupancy or operation thereof.

(e) There are no outstanding options or rights of first refusal or rights of first offer to purchase any of the US Seller Real Property, any portion thereof or any similar agreement that would have priority over the Purchaser’s right to title of, or a leasehold interest in, the US Seller Real Property or any portion thereof or interest therein upon consummation of the transactions contemplated by this Agreement.

(f) With respect to the Leased Real Property: (i) all base rents, deposits and additional rents due pursuant to such Leased Real Property have been paid as required pursuant to the terms of the applicable agreement governing the US Seller’s use of such Leased Real Property and no security deposit or portion thereof has been applied in respect of a breach or default under such Leased Real Property that has not been redeposited in full, (ii) the US Seller has not received any written notice that the fee owner of any Leased Real Property has made any assignment, mortgage, pledge or hypothecation of such Leased Real Property or the rents or use fees due thereunder, and (iii) the US Seller has not subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Leased Real Property or leased or otherwise granted to any Person the right to use or occupy any of the Owned Real Property.

SECTION 3.12. Title to Purchased Assets; Sufficiency of Assets . The US Seller has good, valid and marketable title, legal right or license to use, or a valid leasehold interest in all the US Purchased Assets free and clear of all Encumbrances, except Permitted Encumbrances. The US Purchased Assets, together with the Canadian Purchased Assets and the services and assets to be provided to the Purchaser under the Ancillary Agreements (subject to the terms and conditions thereof) are adequate in all material respects to conduct the Business as currently conducted. All of the Purchased Assets located in the United States are held by the US Seller. All of the Purchased Assets located in Canada are held by the Canadian Seller.

SECTION 3.13. Employee Benefit Matters .

(a) Plans and Material Documents . Section 3.13(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, to which the US Seller is a party, with respect to which the US Seller has or could have any obligation or liability (contingent or otherwise) or which are maintained, contributed to, required to be contributed to or sponsored by it for the benefit of any current or former employee, officer or director of the Business, (ii) each employee benefit plan for which the US Seller could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the US Seller could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the US Seller or any of its Affiliates and any Transferred Employee (items (i) through (iv) collectively, the “ Plans ”). For greater certainty, the Plans do not include the Canadian Plans. Each Plan is in writing, and the US Seller has made available to the Purchaser a true and

complete copy of each Plan and all currently applicable amendments thereto and the most recent IRS determination letter for any Plan that is intended to be qualified under Section 401(a) of the Code.

(b) Compliance . Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. No Action is pending or, to the Knowledge of the US Seller, threatened, with respect to any Plan (other than claims for benefits in the ordinary course) and, to the US Seller’s Knowledge, no fact or event exists that could give rise to any such Action. Except as set forth on Section 3.13(b) of the Disclosure Schedule, none of the Plans is a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, or subject to either Title IV of ERISA or Section 412 of the Code. Each Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) satisfies the applicable requirements of Sections 409A(a)(2), (3), and (4) of the Code, and the final Treasury Regulations promulgated thereunder, and has been operated since January 1, 2005 in good faith compliance with Section 409A of the Code and guidance issued thereunder.

(c) Qualification of Certain Plans . Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS covering all of the provisions applicable to the Plan for which determination letters are currently available that the Plan is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(d) Absence of Certain Arrangements . Neither the execution and the delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment becoming due on or after the Closing Date to any director, officer, employee or former employee of the Business under any Plan; (ii) increase any benefits otherwise payable under any Plan; (iii) result in any acceleration of the time of payment or vesting of any benefits under any Plan; or (iv) result in payments under any Plan that (A) would be deductible but for Section 280G of the Code, or (B) would result in any excise tax on any Transferred Employee under Section 4999 of the Code.

SECTION 3.14. Labor and Employment Matters .

(a) To the US Seller’s Knowledge, the Business as conducted by the US Seller is in compliance in all material respects with all Laws and collective bargaining agreements applicable to it respecting employment and employment practices, terms and conditions of employment and wages and hours. There are no Actions pending or, to the US Seller’s Knowledge, threatened before any Governmental Authority relating to the employment practices of the Business that could reasonably be expected to result in any material liability.

(b) The US Seller has furnished or caused to be furnished to the Purchaser a complete and correct copy of the one collective bargaining agreement to which it is a party relating to the Business (the “ Labor Agreement ”), which agreement is identified in Section 3.14(b)

of the Disclosure Schedule. There is no strike, work stoppage, slowdown, or grievance pending or, to the US Seller’s Knowledge, threatened with regard to the Transferred Employees that is reasonably anticipated to have a Material Adverse Effect. There are no other organizing efforts, demands for recognition, petitions seeking a representation proceeding, or questions concerning representation pending or, to the US Seller’s Knowledge, threatened involving any association, union, or collective bargaining representative on behalf of or seeking to act on behalf of the Transferred Employees.

SECTION 3.15. Taxes . Except for matters that would not have a Material Adverse Effect, (a) all Tax Returns required to have been filed with respect to the Purchased Assets have been or will be timely filed (taking into account any extension of time to file granted or obtained) and such Tax Returns are or will be true, correct and complete in all material respects, (b) all Taxes shown to be due and payable on such Tax Returns with respect to the Purchased Assets have been paid or will be timely paid other than Taxes that are being or will be contested in good faith, (c) no audit or examination of any such Tax Return of either Seller is currently pending by any Governmental Authority, (d) neither Seller has received from any Governmental Authority any written notice of proposed adjustment, deficiency or underpayment of any Taxes relating to the Purchased Assets involving a material amount, other than a proposed adjustment, deficiency or adjustment that has been satisfied by payment or settlement, or withdrawn,(e) there are no Tax liens on any of the Purchased Assets (other than Permitted Encumbrances), and (f) neither Seller has received written notice that it is subject to Tax with respect to the Purchased Assets in any jurisdiction where it does not file Tax Returns.

SECTION 3.16. Material US Contracts . (a) Section 3.16(a) of the Disclosure Schedule lists each of the following Contracts to which the US Seller is a party (but only to the extent such contracts and agreements relate primarily to the Business and, subject to Section 2.08 , would be transferred to the Purchaser hereunder) (such contracts and agreements being “ Material US Contracts ”):

(i) all material Contracts that limit or purport to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restrict the right of the US Seller or the Business to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights;

(ii) all guarantees of the obligations of other Persons by the US Seller for amounts of more than $250,000;

(iii) all Contracts (x) involving the expenditure of more than $500,000 in any year or (y) containing an “evergreen provision”, in either case for the purchase of materials, supplies or equipment or for the provision of services;

(iv) all Contracts with a customer of the Business, other than purchase orders and volume incentive program agreements, (x) having generated revenues of more than $500,000 for the Business during the twelve month period ended December 31, 2012 or (y) containing an “evergreen provision”;

(v) any Contract with any Governmental Authority;

(vi) any Contract for the future sale or purchase of any Real Property, or for the future sale or purchase of any tangible personal property in an amount in excess of $250,000 outside of the ordinary course of business;

(vii) all material Transferred IP Agreements, other than non-exclusive, off-the-shelf licenses for generally commercially available software for which US Seller spends $100,000 or less per year in licensing fees or maintenance;

(viii) all partnership or joint venture agreements relating to the Business or Seven Hills JV; and

(ix) all material contracts and agreements between or among the US Seller, to the extent relating to the Business, and any Affiliate of the US Seller.

(b) Each Material US Contract (i) is valid and binding on the US Seller and, to the Knowledge of the US Seller, the counterparties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.02(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. To the US Seller’s Knowledge, no condition exists or event has occurred that (whether with or without notice or lapse of time or both) would constitute a default by the US Seller under any Material US Contract, or would permit termination, modification or acceleration under any Material US Contract, in each case, except for such defaults, termination, modification or acceleration that would not have a Material Adverse Effect. The US Seller has delivered or made available to the Purchaser true and complete copies of all Material US Contracts, including any amendments thereto.

SECTION 3.17. Inventory . All of the Inventory included in the US Purchased Assets (the “ US Inventory ”) was acquired and has been maintained in accordance with the regular business practices of the US Seller, consists of new and unused items of a quality and quantity substantially all of which is usable or saleable in the ordinary course of business, and is valued at prices equal to the lower of cost or realizable value and in accordance with the internal accounting practices of the US Seller applied on a basis consistent with the Financial Statements, each consistently applied throughout the periods covered by the Financial Statements, with adequate provisions or adjustments for excess inventory, slow-moving inventory, spoilage and inventory obsolescence and shrinkage.

SECTION 3.18. Interests of Affiliates . No Affiliate of the US Seller (that is not a Seller) has any right, title or interest in any properties or assets of any kind or character (whether real, personal or mixed, tangible or intangible, contingent or otherwise) used or held for use in connection with and material to the Business other than the Excluded Assets.

SECTION 3.19. Product Liability . Section 3.19 of the Disclosure Schedules sets forth a true, complete and correct list of any products manufactured, sold, marketed, processed or supplied by the Business which (i) to the Knowledge of the US Seller, were faulty or defective or (ii) have given rise to any product liability Action or, to the

Knowledge of the US Seller, any written threat of such Action; in each case, since December 31, 2008 that would result in a liability in excess of $500,000 in the aggregate for any one product. Except as would not have a Material Adverse Effect, each of the products produced or sold by the Business since January 1, 2008, was, at the time of such production or sale (i) in conformity with any warranties made in any written materials accompanying such product or in connection with its sale and (iii) fit for the ordinary purpose for which such product was intended to be used.

SECTION 3.20. Seven Hills JV . (a) Section 3.20 of the Disclosure Schedule contains a true, complete and accurate statement of the (i) jurisdiction of formation and (ii) number of authorized, issued and outstanding interests of Seven Hills JV. To the US Seller’s Knowledge, there are no other authorized, issued or outstanding equity interests of Seven Hills JV and no outstanding options, warrants, rights or any other agreements relating to the sale, issuance or voting of any equity interests of Seven Hills JV or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any equity interests of Seven Hills JV. Section 3.20 of the Disclosure Schedule also contains a true, complete and accurate statement of the number of interests held by the US Seller and the corresponding percentage interest in the interest capital of Seven Hills JV. All such interests of the US Seller are owned free and clear of any Encumbrances except for Permitted Encumbrances.

SECTION 3.21. Brokers . Except for BNP Paribas Corporate and Investment Banking and Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of the US Seller. The US Seller is solely responsible for the fees and expenses of BNP Paribas Corporate and Investment Banking and Citigroup Global Markets Inc.

SECTION 3.22. Customers . Schedule 3.22 of the Disclosure Schedules sets forth a true and complete list of the names of the ten largest customers of the US Business measured by gross revenue for the 12 month period ending on May 31, 2013. The US Seller has not received any notice, and has no reasonable basis to believe, that any of such customers (a) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the US Business or (b) has sought, or is seeking, to reduce the price it will pay for the services of the US Business.

SECTION 3.23. Accounts Receivable . The Accounts Receivable included in the US Purchased Assets (the “ US Accounts Receivable ”) are valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services or other business transactions in the ordinary course of the US Seller’s business, are not subject to valid defenses, set-offs or counterclaims and have not been factored, sold or otherwise transferred.

SECTION 3.24. Disclaimer of the US Seller . (A) THE US PURCHASED ASSETS ARE BEING SOLD ON AN “AS IS”, “WHERE IS” BASIS AS OF THE CLOSING AND IN THEIR CONDITION AS OF CLOSING WITH “ALL FAULTS” AND, EXCEPT AS SET FORTH IN THIS ARTICLE III AND FOR ANY WARRANTIES OF TITLE CONTAINED IN ANY DEED TO ANY OWNED REAL PROPERTY DELIVERED AT THE CLOSING, NONE OF THE US SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE

OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR ANY OF THE US PURCHASED ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLERS OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE US SELLER SET FORTH IN ARTICLE VIII AND OF THE CANADIAN SELLER SET FORTH IN ARTICLE VIII OF THE CANADA SUPPLEMENT, NONE OF THE SELLERS, THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER, THE CANADIAN PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, THE CANADIAN PURCHASER, THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S OR CANADIAN PURCHASER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING THE CONFIDENTIAL MEMORANDUM DATED MARCH 2013 AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR CANADIAN PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE CANADA SUPPLEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

The Purchaser hereby represents and warrants to the US Seller as follows:

SECTION 4.01. Organization and Authority of the Purchaser . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the

performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the US Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms.

SECTION 4.02. No Conflict . The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser, (b) assuming compliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.03 , conflict with or violate any Law or Governmental Order applicable to the Purchaser or its respective assets, properties or businesses or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, except, in the case of clauses (b) and (c), (i) as would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) as may result from any facts or circumstances relating solely to the US Seller.

SECTION 4.03. Governmental Consents and Approvals . The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) the pre-merger notification and waiting period requirements of the HSR Act, or (b) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Purchaser of the transactions contemplated by this Agreement, the Canada Supplement and the Ancillary Agreements.

SECTION 4.04. Financing . (a) The Purchaser has delivered to the US Seller true and complete copies of executed commitment letters with the Acquisition Financing Sources party thereto (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (other than any fee letters) and (ii) any fee letters with the Acquisition Financing Sources party thereto associated therewith that contain any conditions to funding or “flex” provisions, but excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) (the “ Debt Commitment Letter ”), pursuant to which the Acquisition Financing Sources parties thereto have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the

transactions contemplated by this Agreement and the Canada Supplement (the “ Debt Financing ”). The Purchaser has also delivered to the US Seller a true, correct and complete copy of the executed equity commitment letter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement) from Lone Star Fund VIII (U.S.), L.P. (the “ Equity Commitment ” and together with the Debt Commitment Letter, the “ Financing Commitments ”), pursuant to which Lone Star Fund VIII (U.S.), L.P. has agreed, subject to the terms and conditions set forth therein, to invest the cash amount set forth therein for the transactions contemplated by this Agreement and the Canada Supplement (together with the Debt Financing, the “ Acquisition Financing ”).

(b) Assuming the Acquisition Financing is consummated in accordance with the terms of the Financing Commitments, the aggregate proceeds to be disbursed to the Purchaser pursuant to the agreements contemplated by the Financing Commitments will be sufficient for the Purchaser to consummate the transactions contemplated by this Agreement and for the Canadian Purchaser to consummate the transactions contemplated by the Canada Supplement on the terms and subject to the conditions set forth herein and therein and to pay all related fees and expenses associated therewith incurred or otherwise payable by the Purchaser or the Canadian Purchaser in connection with the transactions contemplated by this Agreement.

(c) The Purchaser has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid on or before the date of this Agreement. The US Seller and the Canadian Seller are express third party beneficiaries of the Equity Commitment in accordance with the terms and subject to the conditions set forth herein and therein.

(d) As of the date of this Agreement, the Financing Commitments are in full force and effect and are the legal, valid and binding obligation of the Purchaser and the other parties thereto, enforceable against such parties in accordance with their terms (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). The obligations of the Acquisition Financing Sources party to the Financing Commitments to fund the commitments under the Financing Commitments are not subject to any conditions other than as set forth in the Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by the Purchaser. As of the date of this Agreement, the Purchaser has no knowledge of any facts or circumstances that are reasonably likely to result in (i) any of the conditions set forth in the Financing Commitments not being satisfied or (ii) the Acquisition Financing not being made available to the Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. Prior to the date of this Agreement, (x) none of the Financing Commitments have been amended or modified and (y) the respective commitments contained in the Financing Commitments have not been withdrawn, modified or rescinded in any respect.

SECTION 4.05. Solvency . Neither the Purchaser nor the Canadian Purchaser is entering into this Agreement, the Canada Supplement or the Financing Commitments with the intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to the consummation of the transactions contemplated by this Agreement and the Canada Supplement, including the Acquisition Financing pursuant to the Financing Commitments, the payment of the Purchase Price and the payment of the transaction fees and expenses of the Purchaser and its Affiliates, and assuming that (a) the representations and warranties made by the US Seller herein and by the Canadian Seller in the Canada Supplement are true and correct and (b) any estimates, projections or forecasts of the US Seller or the Canadian Seller provided to the Purchaser or the Canadian Purchaser have been prepared in good faith based upon assumptions that were and continue to be reasonable:

(a) the fair saleable value (determined on a going concern basis) of the assets of the Purchaser and the Canadian Purchaser will be greater than the total amount of the Liabilities of the Purchaser and the Canadian Purchaser known to the Purchaser (including all Liabilities disclosed to the Purchaser by the Sellers under this Agreement, whether or not reflected in a balance sheet prepared in accordance with US GAAP);

(b) the Purchaser and the Canadian Purchaser will be able to pay their respective debts and obligations in the ordinary course of business as they become due; and

(c) the Purchaser and the Canadian Purchaser will have adequate capital to carry on their respective businesses and all businesses as currently conducted.

SECTION 4.06. Litigation . As of the date hereof, there is no Action pending, or to the Purchaser’s knowledge, threatened, by or against the Purchaser, which could affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 4.07. Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of the Purchaser.

SECTION 4.08. Independent Investigation; US Seller’s Representations . The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets (including Contracts), liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was undertaken by the Purchaser and its Affiliates and Representatives. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of either Seller or its Representatives (except the specific representations and warranties of the US Seller set forth in Article III ). The Purchaser hereby agrees and acknowledges that (a) other than the representations and warranties made in Article III , none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Purchased Assets or the Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers, or (iii) the probable success or profitability of the Business after the Closing and (b) other than the indemnification obligations of the US Seller set forth in Article VIII , none of the Sellers, their Affiliates, or any of their respective officers,

directors, employees or Representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or Representatives of, or the Purchaser’s use of, any information relating to the Business, including the Confidential Memorandum dated March, 2013 and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Conduct of Business Prior to the Closing . The US Seller covenants and agrees that, except as described in Section 5.01 of the Disclosure Schedule, between the date hereof and the Closing, the US Seller (to the extent it relates primarily to the Business) shall, and shall cause the Canadian Seller to, (i) conduct its business in the ordinary course consistent with past practice in all material respects and (ii) use its reasonable best efforts to (I) preserve intact in all material respects the business organization of the Business, including keeping available the services of its current officers, employees and consultants, and (II) preserving its current relationships with customers, suppliers and other Persons with which it has significant business relations. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, the US Seller covenants and agrees that, between the date hereof and the Closing, without the prior written consent of the Purchaser, the US Seller will not, and will cause the Canadian Seller not to, as applicable:

(a) issue, sell, pledge, dispose of or otherwise subject to any Encumbrance other than Permitted Encumbrances any Purchased Asset that is material to the Business, other than sales or transfers of Inventory in the ordinary course of business consistent with past practice;

(b) amend, waive, modify or consent to the termination of any Material US Contract, or amend, waive, modify or consent to the termination of the Sellers’ rights thereunder, or enter into any Contract that would be a Material US Contract in connection with the Business or the Purchased Assets other than in the ordinary course of business consistent with past practice;

(c) authorize, or make any commitment with respect to, any single capital expenditure for the Business that is in excess of $100,000 or capital expenditures which are, in the aggregate, in excess of $500,000 for the Business taken as a whole;

(d) acquire (i) any corporation, partnership, limited liability company, other business organization or division thereof that is material to the Business or (ii) any material amount of assets;

(e) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) material to the Business or the Purchased Assets, other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against on the Balance Sheet or subsequently incurred in the ordinary course of business consistent with past practice;

(f) accelerate the collection of or discount any Accounts Receivable, factor (or otherwise effect the structured sale) of any Accounts Receivable, delay the payment of liabilities that would become Assumed Liabilities or defer expenses, reduce Inventories, except in the ordinary course of business consistent with past practice;

(g) commence or settle any Action relating to the Business, the Purchased Assets or the Assumed Liabilities, in each case that would be material to the Business;

(h) terminate or enter into any Contract with respect to Seven Hills JV;

(i) grant or announce any increase in the rate of pay, salaries, bonuses or other benefits payable by either Seller to any of the employees to be offered employment by the Purchaser pursuant to Section 6.01 , other than as required by Law, pursuant to any plans, programs or agreements existing on the date hereof or other increases made in the ordinary course of business and consistent with the past practices of such Seller;

(j) change any method of accounting or accounting practice or policy used by the Sellers (as it relates to the Business), other than such changes required by Law or US GAAP;

(k) make, revoke or modify any material Tax election or file any material Tax Return relating to the Purchased Assets in a manner inconsistent with the applicable Seller’s past practices;

(l) enter into any new lease or materially amend the terms of any existing lease, sublease or ground lease with respect to the Owned Real Property or Leased Real Property or fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire;

(m) settle, cancel or compromise any material claims of either Seller (to the extent such claims are not Excluded Liabilities and relate primarily to the Business), other than in the ordinary course of business consistent with past practice;

(n) exercise any right under the applicable documents with respect to the Seven Hills JV to cause the Seven Hills JV not to operate in a manner consistent with its ordinary course of business; or

(o) agree or commit to take any of the actions specified in this Section 5.01 , except as expressly contemplated by this Agreement and the Ancillary Agreements.

SECTION 5.02. Access to Information . (a) From the date hereof until the Closing, upon reasonable notice, the US Seller shall, and shall cause the Canadian Seller and their respective Representatives to, (i) afford the Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records of the Sellers (to the extent relating primarily to the Business) and (ii) furnish to the Representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere in any material respect with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose any information to the Purchaser or any of its Representatives if such disclosure would, in the Sellers’ sole discretion, (i) result in the waiver of any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.

(b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, for a period of seven years after the Closing, the Purchaser shall (i) retain the books and records delivered by the Sellers to the Purchaser relating to the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records. In addition, from and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business (including any Excluded Claim, but excluding any claim in which the Purchaser or any of its Affiliates is adverse to either Seller), the Purchaser shall make available to the US Seller and its Affiliates (at the Sellers’ expense) those employees of the Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the US Seller in connection with their inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes.

(c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business, for a period of seven years after the Closing, the US Seller shall, and shall cause the Canadian Seller to, (i) retain the books and records relating to the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records. In addition, from and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Purchaser relating to the Business (excluding any claim in which either Seller or any of their respective Affiliates is adverse to Purchaser), the US Seller shall, and shall cause the Canadian Seller to, make available to the Purchaser and its Affiliates (at the Purchaser’s expense) those employees of the Sellers and their respective Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the Purchaser in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes.

SECTION 5.03. Confidentiality . (a) The terms of the letter agreement dated as of March 6, 2013 (the “ Confidentiality Agreement ”) between the US Seller and Hudson Americas LLC, an Affiliate of the Purchaser, are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Purchaser under this Section 5.03 shall terminate; provided that the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the Business or the transactions contemplated by this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect.

(b) Nothing provided to the Purchaser pursuant to Section 5.02(a) shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement. The Purchaser acknowledges and agrees that any information provided to the Purchaser pursuant to Section 5.02(a) or otherwise by the Sellers or any officer, director, employee, agent, representative, accountant or counsel thereof shall be treated as Evaluation Material under, and shall be subject to the terms and conditions of, the Confidentiality Agreement.

SECTION 5.04. Regulatory and Other Authorizations . (a) Each of the parties shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals. The Purchaser and the US Seller each hereto agrees to make promptly (and in no event later than 10 Business Days after the date hereof) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act. The Purchaser, on the one hand, and the US Seller, on the other hand, shall each bear 50% of any and all filing fees incurred in connection with the filing under the HSR Act by both parties.

(b) Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a) , the Purchaser agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby no later than the End Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party 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 by the End Date.

(c) Each of the Purchaser and the US Seller shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither the Purchaser nor the US Seller shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Purchaser and the US Seller will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods including under the HSR Act. Subject to the Confidentiality Agreement, the Purchaser and the US Seller will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

SECTION 5.05. Third Party Consents . The US Seller shall, and the US Seller shall cause the Canadian Seller to, use reasonable best efforts to obtain any consents, approvals and authorizations not contemplated by Section 5.04 that may be required in connection with the transactions contemplated by this Agreement, the Canada Supplement and the Ancillary Agreements, including any such consents, approvals and authorizations required under the Transferred Contracts; provided that the Sellers shall not be required to commence or participate in litigation against any third party to obtain any such consent or approval.

SECTION 5.06. Retained Names and Marks . (a) The Purchaser hereby acknowledges that all right, title and interest in and to the names “Lafarge”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing (the “ Retained Names and Marks ”) are owned exclusively by the Sellers and their Affiliates, and that, except as expressly provided below, any and all right of the Business to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Sellers. The Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.

(b) As soon as reasonably practicable after the Closing Date, but in any event no later than 12 months after the Closing Date, the Purchaser shall, and shall cause its Affiliates to, remove or cover the Retained Names and Marks from all signs, billboards, trucks, cars, labels, packaging, letterheads, advertisements and promotional materials, Internet web sites and Internet domain names, inventory and other documents and materials included in the Purchased Assets (“ Existing Stock ”) or cease using such Existing Stock, and transfer to the Sellers any rights with respect to Internet domain names incorporating any Retained Names and Marks.

(c) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Sellers to the Purchaser, and nothing hereunder shall permit the Purchaser to use the Retained Names and Marks on any documents, materials, vehicles, products or services other than in connection with the Existing Stock. The Purchaser shall use reasonable best efforts to ensure that all of its uses of the Retained Named and Marks as provided in this Section 5.06 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing.

SECTION 5.07. Bulk Transfer Laws . The Purchaser hereby waives compliance by the Sellers with any applicable bulk sale or bulk transfer laws of any jurisdiction in connection with the sale of the Purchased Assets to the Purchaser. Pursuant to Article VIII , the US Seller has agreed to indemnify the Purchaser against any and all liabilities that may be asserted by third parties against the Purchaser as a result of the US Seller’s noncompliance with any such Laws.

SECTION 5.08. Transition Services . Following the Closing, the US Seller shall provide, or cause to be provided, to the Business certain services that are currently provided by the US Seller and its Affiliates to the Business, all as more fully set forth in a transition services agreement substantially in the form attached hereto as Exhibit 5.08 (the “ Transition Services Agreement ”) to be entered into by the US Seller and the Purchaser as of the Closing.

SECTION 5.09. Further Action . (a) The Purchaser and the US Seller shall, and the US Seller shall cause the Canadian Seller to, use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement and the Canada Supplement.

(b) If, after the Closing Date, the US Seller or its Affiliates receive any funds that are the property of the Purchaser or its Affiliates, the US Seller shall, or shall cause one of its Affiliates to, remit any such funds promptly to the Purchaser or such Affiliate. If, after the Closing Date, the Purchaser or its Affiliates receive any funds that are the property of the US Seller or its Affiliates, the Purchaser shall, or shall cause one of its Affiliates to, remit any such funds promptly to the US Seller or such Affiliate.

(c) If, after the Closing Date, the US Seller or the Purchaser identifies any Purchased Asset that was not previously assigned or otherwise transferred by the Sellers to the Purchaser or its designee, then the US Seller shall, or shall cause the Canadian Seller to, as applicable, promptly assign and transfer the applicable Purchased Asset to the Purchaser or its designee for no additional consideration, subject to the terms and conditions of this Agreement.

(d) If, after the Closing Date, the US Seller or the Purchaser identifies any Excluded Asset that was transferred to the Purchaser or its designee on or after the Closing Date, the Purchaser shall (or shall cause its designee holding such Excluded Asset to), promptly assign and transfer such Excluded Asset to the US Seller or the Canadian Seller, as designated by the US Seller, for no consideration.

SECTION 5.10. Tax Matters . (a) Cooperation . Notwithstanding any other provision in this Agreement, the Purchaser and the US Seller shall, and shall cause the Canadian Purchaser and the Canadian Seller, respectively, to, cooperate fully, as and to the extent reasonably requested by the other party, and shall furnish or cause to be furnished to each other, upon request, as promptly as practicable and at the requesting party’s expense, such information and assistance relating to the Purchased Assets or the Business (including access to books and records) as is reasonably necessary for the preparation and filing of all Tax Returns in connection with matters relating to or affected by the Purchased Assets or the Business prior to the Closing Date, including the making of any election relating to Taxes, the preparation for any audit by any taxing authority, the making of any voluntary disclosures, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Any information obtained under this Section 5.10(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

(b) Responsibility for Taxes . (i) The Sellers shall be responsible for preparing and filing all Tax Returns with respect to the Purchased Assets and the Business required to be filed for all taxable years and periods ending on or before the Closing Date, and the US Seller shall, and shall cause the Canadian Seller to, pay all Taxes reflected on such Tax Returns.

(ii) The Purchaser shall be responsible for preparing and filing all Tax Returns with respect to the Purchased Assets and the Business required to be filed for all taxable years and periods beginning after the Closing Date, and shall, and shall cause the Canadian Purchaser to, pay all Taxes reflected on such Tax Returns.

(iii) With respect to Taxes relating to the ownership or operation of the Business or the Purchased Assets which are attributable to a Straddle Period, (a) Property Taxes and other similar Taxes relating to the Purchased Assets allocable to the Pre-Closing Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that fall within the Pre-Closing Period (not counting the Closing Date) and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Taxes described in clause (a) of this paragraph) relating to the Purchased Assets for the Pre-Closing Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The Sellers shall be responsible for Taxes of the Straddle Period allocable to the Pre-Closing Period pursuant to the prior sentence and the Purchaser shall be responsible for all other Taxes of the Straddle Period. The Purchaser shall cause to be prepared and duly filed all Tax Returns required to be filed with respect to any Taxes described in this Section 5.10(b)(iii) (the “ Straddle Period Return ”).

(iv) For each Straddle Period Return, the Purchaser shall, and shall cause the Canadian Purchaser to, deliver to the US Seller and the Canadian Seller, respectively, for its review and comment no less than 45 days prior to the applicable filing deadline (taking into account applicable extensions), a copy of the draft return (with copies of any relevant schedules, work papers and other documentation then available). At least 30 days prior to the due date for the filing of such return (including extensions), the US Seller shall, and shall cause the Canadian Seller to, notify the Purchaser and the Canadian

Purchaser in writing of any objections to any items set forth on such returns and the parties shall promptly consult each other in an effort to resolve such dispute. If any such dispute cannot be resolved within 15 days after the initial date of consultation, then each party shall deliver simultaneously to the Independent Accounting Firm such work papers and other reports and information relating to the disputed matter(s) as the Independent Accounting Firm may request and shall be afforded the opportunity to discuss the disputed matter(s) with the Independent Accounting Firm. The Independent Accounting Firm shall have 15 days to carry out its review and prepare a written statement of its determination regarding the disputed matter(s) (including a statement regarding the Independent Accounting Firm’s determination of the prevailing party in any such disputed matter that provides the Independent Accounting Firm’s reasons for and an explanation of such determination), which determination shall be final and binding upon the parties. Any fees and expenses of the Independent Accounting Firm incurred in resolving the disputed matter(s) shall be borne equally by the parties; provided that a party shall bear all of the costs of such resolution if the Independent Accounting Firm determines that such party’s position was in bad faith or without merit. The US Seller shall, and shall cause the Canadian Seller, to remit to the Purchaser or the Canadian Purchaser, as applicable, its applicable portion (as determined under this Section 5.10 ) of the Taxes shown to be due and owing on each Straddle Period Return promptly after the payment of such Taxes by the Purchaser or the Canadian Purchaser, as applicable.

(c) Transfer Taxes . The Purchaser and the Canadian Purchaser, on the one hand, and the US Seller and the Canadian Seller, on the other hand, shall each be responsible for 50% of any Transfer Taxes incurred as a result of the transactions contemplated hereby. The party with the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Transfer Taxes described in this Section 5.10(c) , and the other party shall cooperate with respect thereto as necessary.

(d) Tax Refunds . Without the review and consent of the US Seller or the Canadian Seller, as applicable, which consent shall not be unreasonably withheld, delayed or conditioned, the Purchaser shall not, and shall cause the Canadian Purchaser not to, file or make a formal or informal claim for refund or file any amended Tax Returns attributable to the Business or the Purchased Assets for any taxable years or periods ending on or before the Closing Date or for a Straddle Period. The Purchaser shall, and shall cause the Canadian Purchaser to, pay to the US Seller or the Canadian Seller, as applicable, any refunds or credits (including by way of offset), net of any expenses, in respect of Taxes for Pre-Closing Periods within five Business Days after receipt thereof by the Purchaser or the Canadian Purchaser. The US Seller shall, or shall cause the Canadian Seller to, pay to the Purchaser or the Canadian Purchaser, as applicable, any refunds or credits (including by way of offset), net of any expenses, in respect of Taxes for Post-Closing Periods within five Business Days after receipt thereof by the US Seller or the Canadian Seller.

(e) Any payment not made when due under the provisions of Section 5.10 shall bear interest at a rate equal to the rate announced from time to time by CitiBank as its base rate (i.e., prime rate) during the applicable period from the due date to the actual payment date.

SECTION 5.11. Proration of Certain Charges .

(a) Except as otherwise provided in this Agreement, all installments of special assessments or other charges on or with respect to the Purchased Assets payable by the Sellers for any period in which the Closing Date shall occur, including base rent, common area maintenance, royalties, all municipal, utility or authority charges for water, sewer, electric or gas charges, garbage or waste removal, and cost of fuel, shall be apportioned as of the Closing, and each party shall pay its proportionate share promptly upon the receipt of any bill, statement or other charge with respect thereto. If such charges or rates are assessed either based upon time or for a specified period, such charges or rates shall be prorated as of 12:01 A.M. on the Closing Date. If such charges or rates are assessed based upon usage of utility or similar services, such charges shall be prorated based upon meter readings to the extent reasonably practicable.

(b) All refunds, reimbursements, installments of base rent, additional rent, license fees or other use related revenue receivable by any party to the extent attributable to the operation of the Business for any period in which the Closing shall occur shall be prorated so that the Sellers shall be entitled to that portion of any such installment applicable to the period up to but not including the Closing Date and the Purchaser shall be entitled to that portion of any such installment applicable to any period from and after the Closing Date, and if the Purchaser or the Sellers, as the case may be, shall receive any such payments after the Closing Date, the US Seller or the Purchaser shall promptly remit to the other party its share of such payments.

(c) The prorations pursuant to this Section 5.11 and Section 5.10(b) may be calculated after the Closing Date, as each item to be prorated (including any such Tax, obligation, assessment, charge, refund, reimbursement, rent installment, fee or revenue) accrues or comes due; provided that, in any event, any such proration shall be calculated not later than 30 days after the party requesting proration of any item obtains the information required to calculate such proration of such item.

SECTION 5.12. Financing; Financing Cooperation .

(a) Financing .

(i) Subject to the terms and conditions of this Agreement, the Purchaser shall use its 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 to obtain the Acquisition Financing on the terms and conditions described in the Financing Commitments and related fee letters and, prior to the Closing, shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Commitments or the definitive agreements with respect thereto, if such amendment, modification or waiver would (A) reduce the aggregate amount of the Acquisition Financing (including by changing the amount of fees to be paid or original issue discount), in a manner that would render the representation of the Purchaser set forth in Section 4.04(b) untrue at the time of such modification or reduction, (B) modify or reduce the obligations of the Acquisition Financing Sources party to the Debt Commitment Letter on the date of this Agreement in a manner that would render the representation of the Purchaser set forth in Section 4.04(b) false at the time of such modification or reduction or (C) impose new or

additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Acquisition Financing or other terms in a manner that would reasonably be expected to (x) materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement, (y) make, in any material respect, the timely funding of the Acquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing less likely to occur or (z) adversely impact, in any material respect, the ability of the Purchaser to enforce its rights against other parties to the Financing Commitments or to draw upon and consummate the Acquisition Financing. Any reference in this Agreement to (1) “Acquisition Financing” shall include the financing contemplated by the Financing Commitments as amended or modified in compliance with this Section 5.12(a)(i) and (2) “Financing Commitments”, “Equity Commitment” or “Debt Commitment Letter” shall include such documents as amended or modified in compliance with this Section 5.12(a)(i) .

(ii) Subject to the terms and conditions of this Agreement, the Purchaser shall use its reasonable best efforts to (A) subject to Section 5.12(a)(iii) , maintain in effect and satisfy on a timely basis all terms, covenants and conditions set forth in the Financing Commitments within the Purchaser’s control in accordance with the terms and subject to the conditions thereof, (B) negotiate and enter into definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter and related fee letters, (C) satisfy all conditions to such definitive agreements that are applicable to the Purchaser that are within the Purchaser’s control, (D) draw upon and consummate the Acquisition Financing at or prior to the Closing, in any case, subject to the terms and conditions of the Financing Commitments and (E) enforce its rights under the Financing Commitments to draw upon and consummate the Acquisition Financing, subject to the terms and conditions of the Financing Commitments; provided that nothing in this clause (E) shall impose a duty on the Purchaser to litigate or initiate any other proceeding against the Financing Sources. The Purchaser shall keep the US Seller informed on a reasonably current basis and in reasonable detail with respect to all material activity concerning the status of its efforts to arrange the Debt Financing. Without limiting the generality of the foregoing, the Purchaser shall notify the US Seller promptly, and in any event within two Business Days after it becomes aware thereof, (x) of any material breach or default by any party to any Financing Commitments or definitive documents related to the Acquisition Financing, (y) of the receipt by the Purchaser of any written notice or other communication (other than negotiations of the definitive agreements with respect to the Acquisition Financing) from any Acquisition Financing Source with respect to any material breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Acquisition Financing of any provisions of the Financing Commitments or any definitive document related to the Acquisition Financing or (z) if for any reason Purchaser no longer believes in good faith that it will be able to obtain all or any portion of the Acquisition Financing contemplated by the Financing Commitments and the related fee letters on the terms described therein. The Purchaser shall not enter into any merger, acquisition, joint venture, disposition, lease, debt or equity financing or similar transaction, that would reasonably be expected to materially impair, delay or prevent the consummation of the Acquisition Financing contemplated by the Financing Commitments.

(iii) Subject to the terms and conditions of this Agreement, if any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter or the Debt Commitment Letter shall be terminated or modified in a manner materially adverse to the Purchaser for any reason, the Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and conditions not materially less favorable, in the aggregate, to the Purchaser than those contained in the Debt Commitment Letter and the related fee letter and in an amount at least equal to the Debt Financing or such unavailable portion thereof, as the case may be (the “ Alternate Debt Financing ”), and to obtain a new financing commitment letter with respect to such Alternate Debt Financing (the “ New Debt Commitment Letter ”) which shall replace the existing Debt Commitment Letter, a copy of which shall be promptly provided to the US Seller. In the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the “Acquisition Financing” or the “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to clause (ii) below and (ii) any reference in this Agreement to the “Financing Commitments” or the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment Letter to the extent then in effect.

(b) Financing Cooperation . In connection with the Acquisition Financing, the US Seller shall provide, and shall use its reasonable best efforts to cause its Representatives, including legal and accounting advisors, to provide (in all cases prior to the Closing), reasonable cooperation in connection with the arrangement of the Acquisition Financing as may be reasonably requested by the Purchaser and that is necessary, customary or advisable in connection with the Purchaser’s efforts to obtain the Acquisition Financing ( provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the US Seller, the Canadian Seller or the Business), including: (i) participation in meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Acquisition Financing and the appropriate members of senior management and Representatives of the Sellers), rating agency presentations and due diligence sessions and furnishing the Purchaser and its Acquisition Financing Sources with the financial information (including projections) regarding the Business that is required to be delivered pursuant to the Debt Commitment Letter; (ii) assisting the Purchaser and its Acquisition Financing Sources in marketing efforts, including assisting the Purchaser and its Acquisition Financing Sources in the preparation of (A) materials for any bank financing, (including, lender presentations, bank information memoranda (including, to the extent necessary, a version of the bank information memorandum consisting exclusively of information and documentation that is either (x) of a type that would be publicly available if the US Seller (after giving effect to the transactions contemplated by this Agreement) were a public reporting company or (y) not material to the US Seller and its subsidiaries for purposes of foreign or United States federal and state securities laws) and similar documents in connection with any of the Acquisition Financing or the syndication thereof and (B) materials for rating agency presentations; (iii) facilitating customary due diligence; (iv) promptly after the date

hereof, permitting the prospective lenders involved in the Acquisition Financing to evaluate the Sellers’ inventory, current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including conducting field exams, the commercial finance examinations and inventory, equipment and real property appraisals); (v) (A) obtaining a certificate of the Chief Financial Officer of the US Seller in the form set forth on Exhibit D of the Debt Commitment Letter (as in effect on the date hereof) with respect to solvency matters, (B) obtaining customary authorization letters with respect to the bank information memoranda from a senior officer of the Sellers, (C) delivering any borrowing base certificates requested by the Purchaser a reasonable time prior to Closing pursuant the Debt Commitment Letter and (D) using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Acquisition Financing; (vi) at least three Business Days prior to Closing, providing all documentation and other information about the Sellers that is reasonably requested by the Acquisition Financing Sources and the Acquisition Financing Sources reasonably determine is required by applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act; (vii) providing monthly and quarterly financial statements as and when required by the Debt Commitment Letter, (viii) executing and delivering, as of the Closing, any definitive financing documents, including any credit or purchase agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Acquisition Financing as may be reasonably requested by Purchaser in connection with the Acquisition Financing and otherwise using reasonable best efforts to facilitate the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness and the release of related existing Encumbrances other than Permitted Encumbrances), and the replacement or backing of any outstanding letter of credit maintained or provided by the Business effective as of the Closing Date, (ix) using reasonable best efforts to obtain such consents, legal opinions, surveys and title insurance as reasonably requested by the Purchaser; provided that none of the US Seller, the Canadian Seller or any of their Affiliates shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the Acquisition Financing prior to the Closing for which it is not reimbursed by the Purchaser.

(c) The US Seller hereby consents to the use of its and its controlled Affiliates’ logos in connection with the Acquisition Financing so long as such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the US Seller and its controlled Affiliates.

(d) The Purchaser shall, promptly upon the written request of the US Seller, reimburse the US Seller, for all reasonable and documented out-of-pocket third party costs incurred by any of the US Seller, the Canadian Seller, or any of their Representatives or Affiliates in connection with cooperation provided for in Section 5.12(b) (such reimbursement to be made promptly and in any event within three Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and shall indemnify and hold harmless the US Seller, the Canadian Seller and their Affiliates and Representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Acquisition Financing and any information utilized in connection therewith (other than information provided by the US Seller, the Canadian Seller or any of their Affiliates). All

non-public or otherwise confidential information regarding the US Seller, the Canadian Seller or any of their Affiliates obtained by the Purchaser or its Representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality Agreement and Section 5.03 .

SECTION 5.13. Exclusivity . The US Seller agrees that between the date of this Agreement and the earlier of the Closing and the termination of this Agreement, the US Seller shall not, and shall cause the Canadian Seller not to, and shall take all action necessary to ensure that none of their respective Affiliates or any of their respective Representatives shall, directly or indirectly:

(a) (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person relating to any direct or indirect acquisition or purchase of all or any material portion of the Business or the Purchased Assets, whether effected by sale of assets, sale of stock, merger or otherwise, other than Inventory to be sold in the ordinary course of business consistent with past practice; or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. The US Seller immediately shall, and shall cause the Canadian Seller to, and shall take all action necessary to ensure that each of their respective Affiliates and each of their respective Representatives shall, cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing.

(b) The US Seller shall notify the Purchaser promptly, but in any event within two Business Days, orally and in writing if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made. If, and only if, the US Seller has received two or more such proposals or offers, the notice to the Purchaser shall indicate in reasonable detail the identity of all Persons making proposals, offers, inquiries or other contacts and the terms and conditions of such proposals, offers, inquiries or other contacts.

SECTION 5.14. Non-Competition; Non-Solicitation .

(a) For a period of five years following the Closing, the Sellers shall not, and shall cause their Affiliates not to, directly or indirectly through any Person or contractual arrangement engage in any business anywhere in the United States or Canada that develops, manufactures or sells Gypsum Products (“ Competing Business ”), or perform management, executive or supervisory functions with respect to, own, operate, join, control, or render financial assistance to any Person engaged in a Competing Business; provided, however, that the prohibitions in this Section 5.14(a) shall not prohibit the US Seller and its Affiliates from acquiring any Person or business that engages in any Competing Business, provided that (i) the engagement in such Competing Business constitutes less than 10% of such acquired Person’s or acquired business’s consolidated revenue during each of its two most recently completed fiscal years; and (ii) to the extent participation in such Competing Business involves the acquisition of or the right to acquire any class of the voting securities of any Person or business engaged in such Competing Business, the percentage of such voting securities acquired or to be acquired in no more than 10%.

(b) For a period of two years following the Closing, the Sellers shall not, and shall cause their Affiliates not to, directly or indirectly, solicit or recruit any person who at any time on or after the Closing Date is a Business Group Employee; provided , that the foregoing shall not prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at Business Group Employees or (B) the Sellers or any of their Affiliates from soliciting, recruiting or hiring any Business Group Employee who has ceased to be employed or retained by the Purchaser or any of its Affiliates. For purposes of this Section 5.14(b) , “ Business Group Employees ” means, collectively, officers, directors and employees of the Purchaser and its Affiliates who work or are engaged in connection with the Business.

(c) The US Seller acknowledges that the covenants of the US Seller set forth in this Section 5.14 are an essential element of this Agreement and that any breach by the US Seller of any provision of this Section 5.14 may result in irreparable injury to the Purchaser. The US Seller acknowledges that in the event of such a breach, in addition to all other remedies available at law, the Purchaser shall be entitled to equitable relief, including injunctive relief. The US Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in this Section 5.14 are reasonable and proper to protect the legitimate interest of the Purchaser.

(d) If a court of competent jurisdiction determines that the character, duration or geographical scope of the provisions of this Section 5.14 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such a manner as to impose only those restrictions on the Sellers’ conduct that are reasonable in light of the circumstances and as are necessary to assure to the Purchaser the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants of this Section 5.14 because taken together they are more extensive than necessary to assure to the Purchaser the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

SECTION 5.15. Interim Financial Statements . Until the Closing Date, the US Seller shall deliver to the Purchaser, within 15 days after the end of each month, a copy of the unaudited balance sheet of the Business as of the end of the preceding month, and the related unaudited statements of income and cash flows of the Business for such preceding month, prepared in a manner and containing information consistent with the US Seller’s current practices.

SECTION 5.16. Title Insurance; Surveys . Between the date hereof and the Closing Date, the US Seller shall use commercially reasonable efforts to assist the Purchaser in obtaining (A) an owner’s extended coverage policy of title insurance, or irrevocable and unconditional binder to issue the same, dated, or updated to the, the Closing Date (together with all endorsements and affirmative coverages reasonably required by the Purchaser), issued by one or more title insurance companies selected by the Purchaser and insuring, or committing to insure, at such title insurance company’s ordinary premium rates, the Purchaser’s good and marketable title in fee simple to each parcel of Owned Real Property listed on Schedule

2.01(a)(iv)(A), subject only to Permitted Encumbrances, and (B) a currently dated, as-built survey for each parcel of Owned Real Property listed on Schedule 2.01(a)(iv)(A) prepared by surveyor registered or licensed in the state in which such real property is located in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ASCM Title Surveys and reasonably satisfactory to the Purchaser, with the costs of such title reports, policies and surveys to be borne by the Purchaser.

SECTION 5.17. Leased Vehicles . The US Seller currently leases the vehicles identified on Section 5.17 of the Disclosure Schedule (the “ Leased Vehicles ”), which vehicles are used in the Business and are leased pursuant to a master lease, which also covers vehicles leased by other divisions of the US Seller. Prior to the Closing Date, the Purchaser and the US Seller shall use their commercially reasonable efforts to cause the lessors under the US Seller’s master lease to transfer the Leased Vehicles to the Purchaser as of the Closing Date. In the event the Purchaser is unable to assume the existing leases or to enter into new leases with respect to the Leased Vehicles, then the Purchaser shall purchase all of the Leased Vehicles and pay the purchase price therefor attributable to same, as determined by the lessors thereof.

SECTION 5.18. Lafarge/Rock-Tenn Guaranty . In the event the US Seller is required to provide the Lafarge/Rock-Tenn Guaranty to Rock-Tenn in accordance with Section 18.3(b) of the Seven Hills Joint Venture Agreement, the Purchaser Indemnifying Parties agree to indemnify the Seller Indemnified Parties for any Losses incurred by any of them under such guaranty in accordance with Section 8.03(f). In addition, in the event a Seller Indemnified Party incurs any Losses under the Lafarge/Rock-Tenn Guaranty in respect of which it is not fully indemnified by the Purchaser Indemnifying Parties within 90 days of delivery by the US Seller of a written request for indemnification to the Purchaser, which request shall include evidence reasonably satisfactory to the Purchaser of the Losses incurred by a Seller Indemnified Party under the Lafarge/Rock-Tenn Guaranty, the US Seller shall have the right, acting on behalf of the Purchaser (or any Affiliate of the Purchaser that is party to the Seven Hills Joint Venture Agreement and the Rock-Tenn Operative Agreements) to terminate the Seven Hills Joint Venture Agreement and the Rock-Tenn Operative Agreements at the earliest time that such termination is permitted under the terms of such agreements. In furtherance of the foregoing, the Purchaser agrees that if a Lafarge/Rock-Tenn Guaranty is required, it will grant, or cause the Company (as defined in the Debt Commitment Letter) to enter into a power of attorney (in form and substance reasonably acceptable to the US Seller) that grants to the US Seller the right and authority to terminate such agreements with Rock-Tenn on behalf of the Purchaser (or the Company or any other Affiliate of the Purchaser that is party to such agreements) in accordance with the preceding sentence and in accordance with the terms of such agreements.

SECTION 5.19. IP Docket . At least 30 days prior to the Closing Date, the US Seller shall, and shall cause the Canadian Seller to, provide the US Purchaser and the Canadian Purchaser with a schedule listing all due dates (that exist as of the date of such schedule) for filings or payments that are required to be made in order to maintain such Scheduled IP and Canadian Scheduled IP (as defined in the Canada Supplement) and that fall due within 90 days after the Closing Date.

SECTION 5.20. Cogeneration Agreements . The US Seller, or following the Closing, the Purchaser, agrees to use its commercially reasonable efforts to cause the turbine

(and related equipment) that are leased to the US Seller pursuant to the Equipment Lease Agreement (as defined in the Disclosure Schedule), and operated and maintained by DTE CoolCo LLC pursuant to the Operation and Maintenance Agreement (as defined in the Disclosure Schedule) (the “ Cogeneration Equipment ”) to be relocated from the US Seller’s facility at Silver Grove, Kentucky, to the US Seller’s facility at Buchanan, New York. If the Cogeneration Equipment can be so relocated on commercially reasonable terms, then the US Seller and the Purchaser will each bear 50% of the costs and expenses incurred in connection with such relocation (the “ CoGen Relocation Costs ”); provided that the US Seller will not enter into any legally binding agreement in respect of such relocation without the prior written consent of the Purchaser. If the Cogeneration Equipment cannot be so relocated on commercially reasonable terms or the Purchaser does not consent to such relocation, then the US Seller or, following the Closing, the Purchaser shall use its commercially reasonable efforts to terminate the Operation and Maintenance Agreement and the Equipment Lease Agreement on the most favorable terms to the US Seller or the Purchaser, as the case may be, that are reasonably available to it, and the US Seller and the Purchaser will each bear 50% of the costs and expenses incurred in connection with such termination (such costs, or the CoGen Relocation Costs, the “ Cogeneration Costs ”); provided that the US Seller will not enter into any legally binding agreement in respect of such termination without the prior written consent of the Purchaser. If any Cogeneration Costs are incurred prior to the Closing with the consent of the Purchaser, the Purchaser will reimburse the US Seller for 50% of such costs.

ARTICLE VI

EMPLOYEE MATTERS

SECTION 6.01. Offer of Employment . As of the Closing, the Purchaser shall, or shall cause the Canadian Purchaser or another of its Affiliates to, offer employment on substantially equivalent terms and conditions as in effect prior to the Closing to each of the then-current employees of the Sellers, excluding any employees of the Sellers related to the Business located in Corner Brook, Newfoundland. As used herein, “ Transferred Employee ” means each employee who accepts such offer. The Purchaser agrees to employ or to cause the Canadian Purchaser or another of its Affiliates to employ the Transferred Employees on substantially equivalent terms and conditions of employment and the Purchaser shall provide, or shall cause the Canadian Purchaser or other Affiliate of the Purchaser that will employ the Transferred Employees to provide, during the 12 month period following the Closing Date, to each Transferred Employee the same or greater base salary or rate of pay as in effect immediately prior to the Closing, and other compensation and employee benefits that, with respect to such Transferred Employee, are substantially equivalent in the aggregate to the compensation and benefits (including bonus and other incentive opportunity, vacation and sick or other paid leave accrual rates, pension and retirement benefits, pay in lieu of notice, severance pay, health and welfare benefits) provided by the Seller or any of its Affiliates to such Transferred Employee immediately before the Closing Date; provided that the terms and conditions of employment of Transferred Employees who are covered under the Labor Agreement shall be as set out in the Labor Agreement until its expiration, modification or termination in accordance with its terms or applicable Law. After the Closing Date, the

Purchaser and its relevant Affiliates shall be responsible for any Losses arising after the Closing with respect to the Transferred Employees’ employment or termination of employment or the terms and conditions of employment of the Transferred Employees, including under the Worker Adjustment and Retraining Notification Act or any other applicable Law. On and after the Closing Date, the Sellers and their relevant Affiliates shall be responsible for any Losses arising on or prior to the Closing with respect to the employees of the Sellers or the terms and conditions of employment of such employees, including under the Worker Adjustment and Retraining Notification Act or any other applicable Law. On or as soon as practicable following the Closing Date, the US Seller shall, or shall cause the Canadian Seller or another of its Affiliates to, pay to each Transferred Employee a bonus, in an amount equal to the pro rata bonus amount paid for the calendar year 2012 in respect of such Transferred Employee through the Closing Date (it being understood and agreed that the Purchaser shall, or shall cause the Canadian Purchaser or another of its Affiliates to, pay each Transferred Employee the bonus earned by such Transferred Employee over the balance of the year in which the Closing Date occurs and allow the Transferred Employees to begin accruing vacation time, sick leave, or other paid time off immediately following the Closing Date at comparable rates and under comparable terms as applied to the Transferred Employees prior to the Closing Date).

SECTION 6.02. Labor Agreement . On or prior to the Closing Date, the US Seller or its Affiliates shall, effective as of the Closing Date, transfer and assign the Labor Agreement to the Purchaser or the Affiliate of the Purchaser that will employ the relevant Transferred Employees, which shall accept such assignment. From the Closing Date, the Purchaser or its relevant Affiliate shall be solely responsible for all duties, obligations and Liabilities related to the Labor Agreement arising on and after the Closing Date.

SECTION 6.03. Employee Benefits Effective as of the Closing Date, except as provided in Section 6.07 , all Transferred Employees shall cease to participate in and accrue benefits under the Plans and the Canadian Plans, as applicable. Except as provided in Section 6.07 , the US Seller shall, and shall cause the Canadian Seller to, retain all accrued Liabilities under the Plans and the Canadian Plans, as applicable, for all periods prior to the Closing. The Purchaser shall cause any employee benefit plan that will cover the Transferred Employees on and after the Closing to recognize each Transferred Employee’s years of service and level of seniority prior to the Closing with the US Seller or any of its Affiliates (including service and seniority with any other employer that was recognized by the Sellers or any of their Affiliates) for purposes of terms of employment, eligibility, vesting and benefit accruals under (except for benefit accruals under any defined benefit pension plan other than the Mirror Plan (as defined in Section 6.07(c) ) such plans, including vacation, sick or other paid leave accrual rates, severance benefits and employer contribution rates under retirement plans. The Purchaser shall cause each Transferred Employee and such Transferred Employee’s dependents to be eligible for coverage under group health, prescription drug, dental and similar type welfare benefit plans maintained by the Purchaser or one of its Affiliates, effective immediately as of the Closing Date. The Purchaser shall use commercially reasonable efforts to cause the

Transferred Employees and their dependents to have any pre-existing condition limitations, eligibility waiting periods, evidence of insurability and required physical examinations waived with respect to all health and welfare benefit plans provided by the Purchaser or one of its Affiliates to the Transferred Employees. For purposes of satisfying deductibles, out-of-pocket maximums or other similar limitations, the Purchaser shall use commercially reasonable efforts to cause the Transferred Employees and their dependents to receive credit under the Purchaser’s or one of its Affiliates’ health and welfare benefit plans, for the year during which coverage under such plans begins, for any deductibles, co-insurance and co-payments already incurred during such year under either Seller’s or one of its Affiliates’ health and welfare benefit plans that provide similar benefits. The Purchaser shall cause each Transferred Employee who participated in a flexible spending account plan maintained by the US Seller or one of its Affiliates (each a “ Seller Flexible Account Plan ”) immediately prior to the Closing Date to have a flexible spending account(s) maintained by Purchaser or one of its Affiliates (the “ Purchaser Flexible Account Plan ”) that will recognize the elections that such Transferred Employee had in effect for purposes of the plan year in effect as of the Closing under the Seller Flexible Account Plan. In addition, such Purchaser Flexible Account Plan shall (i) assume the obligations of the applicable Seller Flexible Account Plan with respect to Transferred Employees as of the Closing Date and (ii) provide the same level of medical expense and/or dependent care expense reimbursement account benefits as those provided under the Seller Flexible Account Plan through the end of the plan year in effect as of the Closing. On the Closing Date, the US Seller shall or shall cause its Affiliates to transfer to Purchaser any amounts withheld or collected by the US Seller and its Affiliates under the applicable Seller Flexible Account Plan from Transferred Employees during the plan year in effect as of the Closing reduced by any reimbursements actually paid by the US Seller and its Affiliates under the Seller Flexible Account Plan for such plan year prior to the Closing Date. All claims submitted on or after the Closing Date for flexible spending account benefits by the Transferred Employees shall be paid by the applicable Purchaser Flexible Account Plan. Notwithstanding anything contained herein to the contrary, Transferred Employees who are employed by the Purchaser or any of its Affiliates as of and after the Closing pursuant to a Labor Agreement shall be provided the benefits that are required by such Labor Agreement as in effect from time to time.

SECTION 6.04. Severance Benefits . With respect to any Transferred Employees who are currently covered by the Lafarge North America Inc. Severance Plan, the Purchaser shall, and shall cause its relevant Affiliates to, adopt and maintain for a period of at least 12 months from the Closing Date for the benefit of such Transferred Employees, the severance plan attached hereto as Exhibit 6.04 .

SECTION 6.05. Employee Information . Subject to any applicable legal restrictions and the US Seller’s and Canadian Seller’s policies and practices regarding employee privacy, the US Seller shall provide, or cause the Canadian Seller to provide, to the Purchaser, in a timely manner, information that the Purchaser may reasonably request with respect to the terms and conditions of the Transferred Employees’ employment, including compensation, copies of any Plan, and any applicable personnel policy of the Sellers.

SECTION 6.06. No Separation from Service . The Purchaser and the US Seller hereby agree, pursuant to Treasury Regulation §1.409A-1(h)(4), that the transactions contemplated hereby will not constitute a “separation of service,” as such term is defined in the regulations under Section 409A of the Code or the Plans. The Purchaser shall provide notice to the US Seller within 30 days following the date on which any Transferred Employee (identified by the US Seller within a reasonable period after the Closing Date who participates in a plan covered by Section 409A of the Code as of the date hereof in which distributions would be due by the US Seller or an Affiliate of the Seller on separation from service) incurs a “separation from service,” as so defined, from the Purchaser or an Affiliate of the Purchaser.

SECTION 6.07. Retirement Benefits and Pensions .

(a) In General . Prior to the Closing Date, the Purchaser and the US Seller shall cooperate to establish welfare and retirement plans required to be established by the Purchaser, the Canadian Purchaser or any other of its Affiliates under the terms of this Agreement and the Labor Agreement.

(b) US Defined Contribution Plans . As soon as reasonably practicable after the Closing, with respect to each Transferred Employee who is a participant in a Plan that is a tax-qualified defined contribution plan (each, a “ US Seller DC Plan ”), the US Seller shall cause (i) the plan administrator of each such US Seller DC Plan to provide each such Transferred Employee with the right to receive a distribution of such Transferred Employee’s vested interest under the applicable US Seller DC Plan and an election to roll over such Transferred Employee’s vested interest in such US Seller DC Plan to a defined contribution plan maintained by the Purchaser or one of its Affiliates (each, a “ US Purchaser DC Plan ”) in accordance with Section 401 of the Code, and (ii) the trustee of the applicable US Seller DC Plan to roll over the vested interest which each such Transferred Employee elects to roll over to a US Purchaser DC Plan. The Purchaser shall take, or shall cause one of its Affiliates to take, all such action as may be necessary or appropriate (including amending the US Purchaser DC Plans, if necessary) to permit the Transferred Employees to roll over their vested interests in the applicable US Seller DC Plans to a US Purchaser DC Plan. The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with the Sellers in providing information to the Transferred Employees regarding rollovers of their interests from the applicable US Seller DC Plans to a US Purchaser DC Plan.

(c) Gypsum DB Plan . As soon as practicable following the execution of this Agreement, and notwithstanding any provision herein to the contrary, the Purchaser or one of its Affiliates shall begin drafting a separate plan document and related contracts thereto that shall be substantially similar to the Gypsum DB Plan and that shall meet the requirements of the Labor Agreement (the “ Mirror Plan ”). Subject to this Section 6.07(c) , the Mirror Plan shall provide for the accrual of benefits following the Closing Date that are substantially identical to the benefits that would have accrued following the Closing Date for each Transferred Employee under the Gypsum DB Plan as in effect immediately prior to the Closing Date, it being understood that the Gypsum DB Plan is frozen as of the Closing Date, and that in no event shall the Mirror Plan be construed to provide any duplication of benefits to each Transferred Employee with respect to any accrued benefits or other obligations to which each Transferred Employee is otherwise entitled under the Gypsum DB Plan. In furtherance of the foregoing, the benefits to be provided to each Transferred Employee under the Mirror Plan shall be determined based on such Transferred Employee’s total service with the Sellers or the Sellers’ Affiliates and their respective predecessors (to the extent required to be taken into account under the Gypsum DB Plan) and with the Purchaser, less the value of any accrued benefits as of the Closing Date under the Gypsum DB Plan, with respect to each such Transferred Employee under such Gypsum DB Plan. As soon as practicable following the Closing Date, the Mirror Plan shall be adopted by the Purchaser or one of its Affiliates, and modified as necessary, as a new employee benefit plan for the benefit of the applicable Transferred Employees who participated immediately prior to the Closing Date in the Gypsum DB Plan.

SECTION 6.08. No Third Party Beneficiaries . Nothing expressed or implied in this Article VI and in the Disclosure Schedule and Exhibits referred hereby shall confer upon any of the employees of the Business or the Sellers, the Purchaser or any of their respective Affiliates, as third party beneficiaries or otherwise, any additional rights or remedies, including any additional right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by reason of this Agreement. Notwithstanding anything herein to the contrary, no provision of this Agreement is intended to, or does, constitute the establishment or adoption of, or amendment to, any employee benefit plan (within the meaning of Section 3(3) of ERISA or otherwise) of the Sellers or the Purchaser, and no person participating in any such employee benefit plan maintained by either of the Seller or the Purchaser shall have any claim or cause of action, under ERISA or otherwise, in respect of any provision of this Agreement as it relates to any such employee benefit plan or otherwise except as may be permitted under the Labor Agreement.

ARTICLE VII

CONDITIONS TO CLOSING

SECTION 7.01. Conditions to Obligations of the US Seller . The obligations of the US Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants . (i) The representations and warranties of the Purchaser contained in this Agreement (disregarding all qualifications set forth therein relating to “materiality”) shall be true and correct in all respects as of the Closing (except that those representations and warranties that are made as of another specified date need only be so true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate, the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with in all material respects;

(b) Governmental Approvals . Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Purchased Assets contemplated by this Agreement shall have expired or shall have been terminated;

(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions;

(d) Deliveries . The US Seller shall have received an executed copy of each of the documents listed in Section 2.06 ; and

(e) Canada Closing . The US Seller shall have received confirmation satisfactory to it that the conditions contained in Article 6 of the Canada Supplement shall have been satisfied or waived (other than the condition contained in Sections 6.1.4 and 6.2.4) and that the Canada Closing shall occur immediately following the Closing.

SECTION 7.02. Conditions to Obligations of the Purchaser . The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants . (i) The representations and warranties of the US Seller contained in this Agreement (disregarding all qualifications set forth therein relating to “materiality” or “Material Adverse Effect”) shall be true and correct in all respects as of the Closing (except that those representations and warranties that are made as of another specified date need only be so true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Sellers at or before the Closing shall have been complied with in all material respects;

(d) Deliveries . The US Purchaser shall have received an executed copy of each of the documents listed in Section 2.05;

(e) Third Party Consents . The Purchaser shall have received the consents set forth on Schedule 7.02(e) in a form reasonably satisfactory to the Purchaser;

(f) No Material Adverse Effect . There shall not have been a Material Adverse Effect; and

(g) Canada Closing . The Purchaser shall have received confirmation satisfactory to it that the conditions contained in Article 6 of the Canada Supplement shall have been satisfied or waived (other than the condition contained in Sections 6.1.4 and 6.2.4) and that the Canada Closing shall occur immediately following the Closing.

ARTICLE VIII

INDEMNIFICATION

SECTION 8.01. Survival of Representations and Warranties . The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing for a period of 458 days after the Closing Date; provided that (a) the representations and warranties set forth in Sections 3.01 , 3.02(a) , 3.12 , 3.21 , 4.01 and 4.02(a) shall survive indefinitely after the Closing Date, (b) the representations and warranties dealing with environmental matters set forth in Section 3.09 shall survive the Closing for a period of three years, and (c) the representations and warranties dealing with Tax matters set forth in Section 3.15 shall survive until 60 days following the expiration of the relevant statute of limitations for the Tax liability in question. Covenants and agreements contained herein shall remain in full force and effect for the period provided in such covenants and agreements, if any, or until fully performed. If a party seeking to be indemnified makes a claim in accordance with the applicable provisions of Section 8.05 within the time periods set forth in this Section 8.01 , such claim shall survive until it is finally and fully resolved.

SECTION 8.02. Indemnification by the US Seller . From and after the Closing Date, the Purchaser and its Affiliates (but excluding Seven Hills JV) and their respective officers, directors, employees, successors and permitted assigns (each, a “ Purchaser Indemnified Party ”) shall be indemnified and held harmless by the US Seller for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) suffered or incurred by them (hereinafter, a “ Loss ”), arising out of or resulting from: (a) the breach of any representation or warranty made by the US Seller contained in this Agreement; (b) the breach of any covenant or agreement by the US Seller contained in this Agreement; (c) the Excluded Assets; (d) the Excluded Liabilities; and (e) the US Seller’s failure to comply with the terms and conditions of any bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the US Purchased Assets to the Purchaser.

SECTION 8.03. Indemnification by the Purchaser . From and after the Closing Date, the US Seller and its Affiliates, and their respective officers, directors, employees, successors and permitted assigns (each, a “ Seller Indemnified Party ”) shall be indemnified and held harmless by the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (the “ Purchaser Indemnifying Parties ”) for and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement; (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities; (d) the Purchased Assets following the Closing; (e) the conduct of the Business by the Purchaser following the Closing; or (f) the Lafarge/Rock-Tenn Guaranty. If the Purchaser transfers its interest in the Borrower (as defined in the Debt Commitment Letter) or the Borrower (as defined in the Debt Commitment Letter) transfers the US Purchased Assets, the Purchaser shall cause such transferee of such interests or US Purchased Assets, as the case may be, to assume its obligations under this Article VIII .

SECTION 8.04. Limits on Indemnification . (a) From and after the Closing Date, no claim may be asserted nor may any Action be commenced against either the US Seller or the Purchaser for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party in accordance with the applicable provisions of Section 8.05 on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 8.01 .

(b) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 8.02(a) or Section 8.03(a) (other than with respect to a breach of any of the representations and warranties set forth in Section 3.01 , Section 3.02(a) , Section 3.12 , Section 3.15 , Section 3.21 , Section 4.01 and Section 4.02(a) (collectively, the “ Fundamental Representations ”)), unless and until the aggregate amount of indemnifiable Losses, together with any indemnifiable Losses under the Canada Supplement, which may be recovered from the Indemnifying Party equals or exceeds seven million dollars ($7,000,000), after which the Indemnifying Party shall be liable only for those Losses, together with any indemnifiable Losses under the Canada Supplement, in excess of three million five hundred thousand dollars ($3,500,000); (ii) no Losses may be claimed under Section 8.02(a) or (b) by any Purchaser Indemnified Party or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $75,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 8.02(a) or Section 8.03(a) shall, together with any indemnifiable Losses under the Canada Supplement, be an amount equal to one hundred five million dollars ($105,000,000) (other than with respect to a breach of any of any Fundamental Representation, in which case the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party, together with any indemnifiable Losses under the Canada Supplement, shall be an amount equal to the Purchase Price) and (iii) from and after the Closing Date, neither party hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity, unless actually paid pursuant to a Third Party Claim.

(c) For all purposes of this Article VIII , “Losses” shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates (after giving effect to any reasonably projected increase in insurance premiums arising from the payment of such insurance or other recoveries) in connection with the facts giving rise to the right of indemnification and (ii) any Tax deduction or other benefit actually realized by such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of such Losses.

(d) Notwithstanding any other provision of this Agreement, with respect to any proceeding, contest or claim with respect to any Tax matter that affects the Purchased Assets or the Business (a “ Tax Claim ”) which, if successful, might result in an indemnity payment under this Article VIII , relating to (A) Taxes attributable to (1) the Excluded Assets for any and all periods or (2) the Business or the Purchased Assets, in each case, for any and all periods ending

on or before the Closing Date, other than a Tax Claim that may result in a liability both for the Sellers and the Purchaser (or the Canadian Purchaser); or (B) any other Taxes for which the Sellers might be entirely liable, the US Seller shall have the right (but not the duty) to control any resulting proceedings and to determine whether and when to settle any such claim, assessment, or dispute. The US Seller and the Purchaser may jointly participate in all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Sellers and the Purchaser (or the Canadian Purchaser), but the party which would bear the burden of the greater portion of the adjustment to Taxes shall control such proceeding. The costs incurred by the US Seller and the Purchaser in connection with such proceedings described in the immediately prior sentence shall be borne by the US Seller, on the one hand, and the Purchaser, on the other hand, in proportion to their liability for the Taxes asserted in the Tax Claim, and neither the US Seller nor the Purchaser shall settle or compromise any such Tax Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise provided in this Section 8.04(d) , the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Business and the Purchased Assets for any taxable year or period beginning after the Closing Date.

(e) For all purposes of this Article VIII , any inaccuracy in or breach of any representation or warranty (other than the representations and warranties set forth in Section 3.04(b) ) shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

SECTION 8.05. Notice of Loss; Third Party Claims . (a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 30 days of such determination, stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure.

(b) If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “ Third Party Claim ”) against it which may give rise to a claim for Loss under this Article VIII , within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII , except to the extent that the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 15 days of the receipt of such notice from the Indemnified Party; provided ; that the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; or (3) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of

interest between the Indemnified Party and the Indemnifying Party, other than a conflict arising as a result of this Agreement. If the Indemnifying Party elects to undertake any such defense against a Third Party Claim the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall keep the Indemnified Party apprised of all significant developments with respect thereto and shall not, without the prior written consent of the Indemnified Party, enter into any settlement, compromise or consent to the entry of any judgment if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder.

SECTION 8.06. Tax Treatment . (a) To the extent permitted by Law, the parties hereto agree to treat all payments made under this Article VIII , under any other indemnity provision contained in this Agreement, and for any misrepresentations or breach of warranties or covenants, as adjustments to the Purchase Price for all Tax purposes.

SECTION 8.07. Remedies . (a) The Purchaser and the US Seller acknowledge and agree that following the Closing, except in the case of fraud or in connection with a dispute under Section 2.07 , the indemnification provisions of Section 8.02 and Section 8.03 shall be the sole and exclusive remedies of the Purchaser and the US Seller for any breach by the other party of the representations and warranties in this Agreement and for any failure by the other party to perform and comply with any covenants and agreements in this Agreement. Each party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.

(b) With respect to any investigation, cleanup, remediation, or remedial or corrective action (“ Remedial Action ”) of or with respect to the presence or release of hazardous substances, that is required to satisfy the Sellers’ indemnification obligation under Section 8.02(a) for a breach of Section 3.09 or Section 8.02(d) for any Pre-Closing Environmental Liabilities (the “ Indemnifiable Environmental Liabilities ”):

(i) The Sellers shall have the right, but not the obligation, to conduct and control any Remedial Action; provided , that, if the Sellers opt to conduct any Remedial Action, the Sellers shall do so without unreasonably interfering with the operations of the Business and to the reasonable satisfaction of the applicable Governmental Authority;

(ii) The Purchaser Indemnified Parties shall, and shall cause their respective Affiliates to, cooperate with the Sellers, including by providing access to the subject site, including access to install, maintain, replace and operate wells and remove impacted soil or groundwater; provided such access and activities do not unreasonably interfere with the operations of the Business;

(iii) The Sellers shall only be liable for any Loss in respect of any Indemnifiable Environmental Liabilities incurred to the extent such Remedial Action is conducted in the most cost-effective manner (“ Most Cost-Effective Manner ”). The Most Cost-Effective Manner shall incorporate and be based upon (A) the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, as of the Closing Date, are reasonably allowed under applicable Environmental Law; and (B) the least costly methods that are reasonably allowed under applicable Environmental Law and that are approved by, or otherwise acceptable to, applicable Governmental Authorities to achieve such standards, including the use of engineering and institutional controls to eliminate or minimize exposure pathways. The Purchaser shall be responsible for any operation and maintenance with respect to any such institutional or engineering controls subsequent to completion of their initial installation, and such post-installation costs shall not be subject to indemnification; provided , that the Sellers shall remain responsible for the operation and maintenance of any such control that entails removing and treating groundwater contaminated with hazardous substances until such removal and treatment is no longer required; and

(iv) The Sellers shall not be responsible for Losses with respect to Indemnifiable Environmental Matters to the extent they are caused, triggered, increased or have their timing accelerated by (A) any negligent act or omission of the Purchaser or any of its Affiliates subsequent to the Closing; (B) any changes in Environmental Law coming into effect subsequent to the Closing; (C) any change in use classification of a subject Owned Real Property or Leased Real Property subsequent to the Closing from industrial to commercial or residential or from commercial to residential; (D) any removal or decommissioning of above-ground structures, or (E) any sampling and analysis of any environmental media conducted subsequent to the Closing by or on behalf of any Purchaser Indemnified Party unless such sampling and analysis is (x) required by Environmental Law or by a Governmental Authority; or (y) required to be conducted in response to a Third-Party Claim alleging that hazardous substances have migrated offsite from a subject Owned Real Property or Leased Real Property.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01. Termination . This Agreement may be terminated at any time prior to the Closing:

(a) by either the US Seller or the Purchaser if the Closing shall not have occurred by on or before December 30, 2013 (the “ End Date ”); provided that the right to terminate this Agreement under this Section 9.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(b) by either the Purchaser or the US Seller in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable;

(c) by the US Seller if the Purchaser shall have breached any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set forth in Section 7.01 (assuming the Closing were otherwise to occur on the date the US Seller delivers such notice), which breach (x) cannot be cured by the End Date or (y) if capable of being cured by the End Date, shall not have been cured by the earlier of the End Date and 45 days after the giving of written notice by the US Seller to the Purchaser specifying such breach;

(d) by the Purchaser if the US Seller shall have breached any of its representations, warranties, covenants or other agreements contained in this Agreement which would give rise to the failure of a condition set forth in Section 7.02 (assuming the Closing were otherwise to occur on the date the Purchaser delivers such notice), which breach (x) cannot be cured by the End Date or (y) if capable of being cured by the End Date, shall not have been cured by the earlier of the End Date and 45 days after the giving of written notice by the Purchaser to the US Seller specifying such breach; or

(e) by the mutual written consent of the US Seller and the Purchaser.

SECTION 9.02. Effect of Termination . In the event of termination of this Agreement as provided in Section 9.01 , this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (a) as set forth in Section 5.03 , Section 5.12(d) , Section 5.20 and Article X and (b) that nothing herein shall relieve either party from liability for any breach of this Agreement occurring prior to such termination.

ARTICLE X

GENERAL PROVISIONS

SECTION 10.01. Expenses . Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that the Purchaser, on the one hand, and the US Seller, on the other hand, shall each bear 50% of any and all costs and expenses incurred in connection with real estate surveys or environmental assessments of any Owned Real Property or Leased Real Property.

SECTION 10.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02 :


(a)	if to the US Seller:

	Lafarge North America Inc.
	12018 Sunrise Valley Drive
	Reston, VA 20191
	Attention:	General Counsel
	Facsimile:	(703) 796-2217

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

	Shearman & Sterling LLP
	599 Lexington Avenue
	New York, NY 10022-6069
	Attention:	Clare O’Brien
	Facsimile:	(646) 848-8966
		Robert Katz
	Facsimile:	(646) 848-8008

(b)	if to the Purchaser:

	Lone Star U.S. Acquisitions, LLC
	2711 North Haskell Avenue Suite 1700
	Dallas, TX 75204
	Attention:	Legal Department
	Facsimile:	(214) 515-6924

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

	Hudson Advisors, LLC
	2711 North Haskell Avenue Suite 1800
	Dallas, TX 75204
	Attention:	Kyle Volluz
	Facsimile:	(214) 515-6924

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

	Gibson, Dunn & Crutcher LLP
	2100 McKinney Avenue
	Suite 1100
	Dallas, TX 75201-6912
	Attention:	Jeffrey Chapman
	Facsimile:	(214) 571 2920

SECTION 10.03. Public Announcements . Neither the US Seller, on the one hand, nor the Purchaser, on the other hand, shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and, to the extent practicable, the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

SECTION 10.04. 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 shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall 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 10.05. Entire Agreement . This Agreement, the Canada Supplement, the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the US Seller and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 10.06. Assignment . This Agreement may not be assigned by operation of law or otherwise without the express written consent of the US Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the US Seller or the Purchaser), as the case may be, provided , that (i) the Purchaser may assign this Agreement to any Affiliate of the Purchaser without the prior consent of the US Seller and (ii) the Purchaser may collaterally assign this Agreement, in whole or in part, to any Acquisition Financing Source or any other party providing debt financing to the Purchaser (in each case, unless to do so would restrict or delay the consummation of the transactions contemplated by this Agreement), which assignments shall not relieve the Purchaser from its obligations hereunder. Any assignment in violation of the foregoing shall be null and void.

SECTION 10.07. Amendment . Notwithstanding anything to the contrary contained herein, Section 10.09 , Section 10.12 , Section 10.13 , Section 10.14 and this Section 10.07 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of Section 10.09 , Section 10.12 , Section 10.13 , Section 10.14 or this Section 10.07 ) may not be modified, waived or terminated in a manner that

impacts or is adverse in any respect to the Acquisition Financing Sources without the prior written consent of the Acquisition Financing Sources. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the US Seller and the Purchaser or (b) by a waiver in accordance with Section 10.08 .

SECTION 10.08. Waiver . Either the US Seller or the Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 10.09. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement; provided , however , that in the case of Article VIII , the Indemnified Parties will have the rights provided for therein. Notwithstanding the foregoing, the provisions of Section 10.07 , Section 10.12 , Section 10.13 , Section 10.14 and this Section 10.09 , shall be enforceable against all parties to this Agreement by each Acquisition Financing Source and its successors and assigns.

SECTION 10.10. Currency . Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.

SECTION 10.11. Designated Purchasers . The Purchaser shall notify the US Seller of the appointment of one or more Designated Purchasers, if any, no later than 15 Business Days prior to the Closing, which notice shall include (i) the name, legal form, jurisdiction of incorporation or formation, as applicable, and address of the registered office for each Designated Purchaser, and (ii) the portion of the Purchased Assets which shall be acquired by each Designated Purchaser. The appointment by the Purchaser of any Designated Purchaser shall be strictly limited to the purpose of being transferred a portion of the Purchased Assets and shall in no event release the Purchaser from any of its obligations hereunder or create any right in favor of any such Designated Purchaser other than being transferred a portion of the Purchased Assets at Closing. In no event shall the appointment by the Purchaser of any Designated Purchaser result in any additional cost or expense (including in respect of Taxes) to the Sellers. Any Designated Purchaser shall be bound vis-à-vis the Sellers to perform the obligations of the Purchaser in connection with or as a result of the portion of the Purchased Assets it has acquired. The Purchaser shall be jointly and severally liable with the Designated Purchasers for the performance of any of their obligations under this Agreement and the Ancillary Agreements.

SECTION 10.12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Notwithstanding the foregoing, the US Seller agrees that it will not bring or support any Action, cause of action, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Acquisition Financing Sources or any of their respective Affiliates or Representatives in any way relating to this Agreement, the Debt Financing or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter or any other letter or agreement related to the Debt Financing or the performance thereof, in any forum other than any state or federal court sitting in the Borough of Manhattan in the City of New York.

SECTION 10.13. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13 AND (C) AGREES THAT SUCH WAIVERS AND CERTIFICATIONS SHALL EXTEND TO THE ACQUISITION FINANCING SOURCES AND THEIR RESPECTIVE AFFILIATES WITH RESPECT TO THE DEBT COMMITMENT LETTER AND THE ACQUISITION FINANCING.

SECTION 10.14. Specific Performance .

(a) The parties hereto acknowledge and agree that the parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by any party hereto would not be adequately compensated by monetary

damages alone and that the parties hereto would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any party hereto may be entitled, at law or in equity (including monetary damages), but subject to Section 10.14(b) , such party shall be entitled to enforcement of any provision of this Agreement by a decree of specific performance and to seek temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement without posting any bond or other undertaking. Notwithstanding the foregoing and subject to the rights of the parties to the Debt Commitment Letter under the terms thereof, none of the Sellers, or any of their respective Affiliates, shall have any rights or claims against any Acquisition Financing Sources or any Affiliate thereof, solely in their respective capacities as lenders or arrangers in connection with the Debt Financing.

(b) The parties hereby acknowledge and agree that the US Seller shall be entitled to seek specific performance of the obligation of Lone Star Fund VIII U.S., L.P. to fund the Equity Commitment (the “ Equity Financing ”) only if the event that (i) all conditions in Section 7.02 have been fulfilled or waived at or prior to the Closing (other than those conditions that by their nature are to be fulfilled by actions taken at the Closing) at the time when the Closing would have occurred but for the failure of the Equity Financing to be funded and (ii) the US Seller has confirmed in writing that if specific performance is granted and the Equity Financing is funded, then the US Seller will proceed with the Closing in accordance with Article II .

SECTION 10.15. Counterparts . This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the US Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


LAFARGE NORTH AMERICA INC.

By:	Bi Yong Chungunco
	Name:	Bi Yong Chungunco
	Title:	Authorized Representative


LONE STAR U.S. ACQUISITIONS, LLC

By:	/s/ Samuel D. Loughlin
	Name:	Samuel D. Loughlin
	Title:	Managing Director


CONFIDENTIAL		Exhibit 2.2

AMENDMENT TO

ASSET PURCHASE AGREEMENT

This AMENDMENT, dated as of August 28, 2013 (this “ Amendment ”), to the Asset Purchase Agreement (the “ Purchase Agreement ”), dated as of June 24, 2013, is entered into by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “ US Seller” ), on the one hand, and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (“ U.S. Acquisitions ”), CONTINENTAL BUILDING PRODUCTS, LLC (formerly known as LSF8 Gypsum Investments, LLC), a Delaware limited liability company (the “ New Purchaser ”), CONTINENTAL SILVER GROVE, LLC (formerly known as Silver Grove Property Holdings, LLC), a Delaware limited liability company (“ CSG ”), CONTINENTAL PALATKA, LLC (formerly known as Palatka Property Holdings, LLC), a Delaware limited liability company (“ CP ”), and CONTINENTAL BUCHANAN, LLC (formerly known as Buchanan Property Holdings, LLC), a Delaware limited liability company (“ CB ” and, together with the New Purchaser, CSG and CP, the “ US Purchaser Parties ”), on the other hand. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the US Seller and U.S. Acquisitions entered into the Purchase Agreement;

WHEREAS, pursuant to that certain Assignment of Asset Purchase Agreement, dated as of July 24, 2013, by and among U.S. Acquisitions, on the one hand, and the US Purchaser Parties, on the other hand, U.S. Acquisitions assigned its rights and obligations under the Purchase Agreement to the US Purchaser Parties as described in more detail therein (the “ Assignment ”);

WHEREAS, Section 10.7 of the Purchase Agreement permits the parties thereto to amend the Purchase Agreement by an instrument in writing signed by, or on behalf of, the US Seller and the Purchaser; and

WHEREAS, the US Seller, U.S. Acquisitions and each of the US Purchaser Parties desire to amend the Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth and set forth in the Purchase Agreement, and intending to be legally bound, the US Seller, U.S. Acquisitions and each of the US Purchaser Parties hereby agree as follows:

1. Closing Date . The Closing shall occur at 9:00 A.M. New York time (and be effective as of 11:59 P.M. New York time) on August 30, 2013.

2. Amendment of Table of Contents of the Purchase Agreement . Section 5.18 of the Table of Contents of the Purchase Agreement is hereby amended by replacing “Lafarge/Rock-Tenn Guaranty” with “Rock-Tenn”. Section 6.06 of the Table of Contents of the Purchase Agreement is hereby amended by replacing “No Separation from Service” with “[RESERVED]”. The following sections are hereby added to the Table of Contents of the Purchase Agreement (in each case with appropriate page numbers):

SECTION 5.21. Equipment Leases and Gas Contracts

SECTION 5.22. Seminole Agreements

SECTION 5.23. Replacement of Letters of Credit

SECTION 5.24. Access

SECTION 5.25. Duke Agreements

3. Amendment of Section 1.01 of the Purchase Agreement . Section 1.01 of the Purchase Agreement is hereby amended by (a) deleting the definition of “ Lafarge/Rock-Tenn Guaranty ” and (b) adding the following definitions:

““ Seminole Agreements ” means the Gypsum Contract, dated as of August 9, 1999, the Ground Water Use Agreement dated as of February 18, 2000, the Ingress and Egress Easement dated as of February 18, 2000, the Conveyor Easement and Limited Access Easement dated as of February 18, 2000, the Cross Easement dated as of February 18, 2000, the Roadway Agreement dated as of August 17, 2000, the Railroad Crossing Agreement dated as of October 18, 1999, the Gas Pipeline Easement dated as of February 18, 2000 and the Sublicense Agreement dated as of August 31, 1999 (in each case, including any riders, schedules, exhibits, annexes, letter agreements and amendments thereto and modifications thereof), in each case between Seminole Electric Cooperative, Inc. and the US Seller.”

“ Duke Agreements ” means (i) the Amended and Restated Gypsum Contract, dated June 8, 2005, between Duke Energy Ohio, Inc. (formerly The Cincinnati Gas & Electric Company) (an operating owner of the Miami Fort Generating Station) and the US Seller and (ii) the Gypsum Contract, effective December 29, 1998, among Duke Energy Ohio, Inc. (formerly The Cincinnati Gas & Electric Company), The Dayton Power and Light Company, Columbus Southern Power Company (each an owner of the Wm. H. Zimmer Generating Station) and the US Seller (formerly known as Lafarge Corporation), in each case, including any riders, schedules, exhibits, annexes, letter agreements and amendments thereto and modifications thereof).”

4. Amendment of Section 1.02 of the Purchase Agreement . Section 1.02 of the Purchase Agreement is hereby amended by (a) deleting the reference to “Mirror Plan” in the table and (b) adding the cross-references to the definitions (and their corresponding Section references) of “Designated Officers,” “Duke Notice Date,” “Duke Trigger Date,” “Equipment Lease,” “Equipment Lease/Gas Contracts,” “Gas Contract,” “Letter of Credit,” “Notice Date,” “Referral Notice,” “Sublease” and “Trigger Date” to the table in alphabetical order.

5. Amendment of Section 2.01(a)(ix) of the Purchase Agreement . Section 2.01(a) of the Purchase Agreement is hereby amended by deleting subsection (ix) thereof and by renumbering all subsequent subsections accordingly.

6. Amendment of Section 2.05 of the Purchase Agreement . Section 2.05 of the Purchase Agreement is hereby amended by deleting subsection (g) thereof, by inserting the word “and” at the end of subsection (e) thereof and by replacing “; and” at the end of subsection (f) thereof with a period.

7. Amendment of Section 2.06 of the Purchase Agreement . Section 2.06 of the Purchase Agreement is hereby amended by replacing Section 2.06(f) in its entirety with the following: “the powers of attorney contemplated by Section 5.21(a)(ii) and Section 5.25(e)(ii) .”

8. Amendment of Section 2.07 of the Purchase Agreement . Section 2.07 of the Purchase Agreement is hereby amended by adding the following as a new subsection (f) at the end thereof:

“(f) For the avoidance of doubt, notwithstanding that the Closing shall be effective as of 11:59 P.M. New York time on the Closing Date, no transactions included in or forming part of the Acquisition Financing shall be taken into account in determining (i) Net Working Capital as of the Closing Date or (ii) the Adjustment Amount.”

9. Amendment of Section 5.18 of the Purchase Agreement . Section 5.18 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 5.18. Rock-Tenn .

(a)

Assignment . Notwithstanding any provision to the contrary in this Agreement, following the Closing, but subject to this Section 5.18 , the US Seller shall remain as a party to the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements and shall continue to hold all membership interests in the Seven Hills JV beneficially owned by the US Seller as of the Closing Date. If at any time following the Closing Date, Rock-Tenn consents in writing to the assignment to the Purchaser or one of its Affiliates of the Seven Hills Joint Venture Agreement and all the other Rock-Tenn Operative Agreements and the transfer of the membership interests in the Seven Hills JV to the Purchaser or one of its Affiliates, then the US Seller shall promptly take all actions reasonably required to assign the Seven Hills Joint Venture Agreement and the Rock-Tenn Operative Agreements and transfer the membership interests in the Seven Hills JV to the Purchaser or such Affiliate for no additional consideration.

(b)

Tax and Accounting Matters .

(i)

The US Seller hereby assigns to the Purchaser (i) all of its rights to share in the profits and losses of the Seven Hills JV, and (ii) any distributions received from the Seven Hills JV, including liquidating distributions, and any such distributions shall be paid by the US Seller to the Purchaser within fifteen (15) Business Days of receipt of such amount by the US Seller.

(ii)

The Purchaser hereby assumes the obligation of the US Seller to make any capital contributions to the Seven Hills JV required to be made by it under the Rock-Tenn Operative Agreements; provided ,

however , the US Seller shall not agree to make any unilateral or additional capital contributions to the Seven Hills JV under Sections 5.3 or 5.5 of the Seven Hills Joint Venture Agreement or Section 3.2 of the Seven Hills Operating Agreement without the Purchaser’s prior written consent. In furtherance of the foregoing, the US Seller shall provide written notice of any requirement to make a capital contribution to the Purchaser promptly after its receipt from the Seven Hills JV of notice thereof, and the Purchaser shall pay to the US Seller an amount sufficient to satisfy any such capital contribution obligation no later than the earlier of fifteen (15) Business Days after receipt of such written notification from the US Seller, or the date on which any such capital contribution is required by the Managing Board (as defined in the Seven Hills Joint Venture Agreement) to be made.

(iii)

Subject to Sections 5.18(d) and (e) below, the Purchaser shall have the right to direct the exercise of the US Seller’s voting and any other management powers with respect to the Seven Hills JV under the Rock-Tenn Operative Agreements, and the US Seller shall exercise such powers solely in favor of and in the interest of the Purchaser. The US Seller shall exercise any residual powers it holds under the Rock-Tenn Operative Agreements that are not specifically conveyed to the Purchaser by this Agreement and remaining in the US Seller solely in favor of and in the interest of the Purchaser.

(iv)

Subject to the terms of the Rock-Tenn Operative Agreements and this Section 5.18 , the Purchaser shall have the unrestricted ability to dispose of its interest in and rights with respect to the Seven Hills JV granted under Section 5.18(b) by assigning such interest and rights to a third party.

(v)

The US Seller will act as agent on behalf of the Purchaser with respect to the US Seller’s Seven Hills JV membership interests.

(vi)

The US Seller and the Purchaser shall treat the Purchaser as the owner of the US Seller’s entire membership interest in the Seven Hills JV for all U.S. federal income Tax purposes. The Purchaser will report the distributive share of partnership items of income, gain, loss, deduction, and credit attributable to such membership interest on the Purchaser’s federal income Tax Return in the same manner and in the same amounts that would be required if the Purchaser directly owned the membership interests in the Seven Hills JV held by the US Seller.

(vii)

The US Seller and the Purchaser shall take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver

such documents and other papers, in each case in respect of the membership interests in the Seven Hills JV, as may be required to ensure that, for Tax and accounting purposes, the Purchaser will be treated as the owner of such membership interests.

(c)

Pass Through . The US Seller shall pass through to the Purchaser the benefits and burdens of the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements, and the Purchaser hereby agrees to assume such burdens (including by (i) agreeing to provide forecasts, purchase orders, shipping information and such other information as is required under the Rock-Tenn Operative Agreements to the US Seller in respect of products to be purchased under the Rock-Tenn Operative Agreements, (ii) licensing to the US Seller the intellectual property licensed to the Seven Hills JV under the License Agreement (being one of the Rock-Tenn Operative Agreements) and (iii) purchasing all of the products required to be purchased under the Paper Supply Agreement (being one of the Rock-Tenn Operative Agreements)). The US Seller and the Purchaser agree to designate the appropriate individuals from each of their organizations to work together from the Closing Date through the term of the Rock-Tenn Operative Agreements (including the period under which the Seven Hills JV is supplying paper to the Purchaser under the Paper Supply Agreement) to implement the arrangements contemplated by this Section 5.18 , including for purposes of conveying information to Rock-Tenn or the Seven Hills JV as required by the applicable Rock-Tenn Operative Agreements, and conveying funds to and from the Seven Hills JV as contemplated by such agreements.

(d)

Decision Making . The US Seller and the Purchaser agree that all matters in respect of the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements and the relationship among the Business, Rock-Tenn and the Seven Hills JV shall be as determined by the Purchaser; provided , that the US Seller shall not be required to take any action, or to refrain from taking any action, that, in its reasonable belief, would result in (i) a breach by it of any of its obligations under the Seven Hills Joint Venture Agreement or any of the other Rock-Tenn Operative Agreements, or (ii) a violation of any applicable Law, and the Purchaser shall not take any action or refrain from taking any action that would result in the US Seller being in breach of any such agreement or in violation of any such applicable Law. Notwithstanding the foregoing, in the event that the Purchaser takes or refuses to take any action that would result in a breach of any such agreement by the US Seller, or result in a violation of any such applicable Law, then the US Seller shall be entitled to take such actions (including on behalf of the Purchaser) as it believes are necessary in order to comply with the terms of such agreements using its reasonable judgment.

(e)

Governance . The US Seller and the Purchaser agree that of the three “Lafarge Managers” contemplated to be appointed to the Managing Board of the Seven Hills JV by the Seven Hills Operating Agreement (as each term is defined in

the Seven Hills Operating Agreement, being one of the Rock-Tenn Operative Agreements), the Purchaser shall have the right to designate two (2) of such Lafarge Managers and the US Seller the remaining one (1). The Lafarge Manager appointed by the US Seller shall take no action in respect of the Seven Hills JV without the consent of the two (2) Lafarge Managers designated by the Purchaser and shall act in accordance with the instructions of the Lafarge Managers designated by the Purchaser; provided, that no Lafarge Manager designated by the Purchaser shall take any action that would result in (i) a breach by the US Seller of the Seven Hills Joint Venture Agreement or any other Rock-Tenn Operative Agreement, or (ii) a violation of any applicable Law.

(f)

Indemnity . The Purchaser Indemnifying Parties hereby agree to indemnify the Seller Indemnified Parties (including, for the avoidance of doubt, any employee of the US Seller or any of its Affiliates that serves as a manager, director or in a similar capacity on the board or any similar governing body of the Seven Hills JV) for any Losses incurred by any of them under, arising out of, relating to or in connection with the Seven Hills Joint Venture Agreement or any of the other Rock-Tenn Operative Agreements in accordance with Section 8.03(f) , including any Losses arising from the existence or implementation of the arrangements contemplated by this Section 5.18 , other than any such Losses resulting from the US Seller’s intentional breach of, or gross negligence with respect of, the Seven Hills Joint Venture Agreement or any of the other Rock-Tenn Operative Agreements.

(g)

Termination . The US Seller shall have the right to deliver a notice to Rock-Tenn pursuant to Section 12.3(b) of the Seven Hills Joint Venture Agreement prior to the anniversary of the Commencement Date (as defined in the Seven Hills Joint Venture Agreement) that will occur in 2014, notifying Rock-Tenn of its intention to terminate the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements at the earliest time that such termination is permitted under the terms of such agreements, subject to the terms of such agreements. In addition, the US Seller shall have the right to terminate the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements in accordance with Section 12.2 of the Seven Hills Joint Venture Agreement at any time that such termination is permitted in accordance with the terms of such provisions; provided , that the US Seller shall consult in good faith with the Purchaser and take its views on any such termination into account prior to any termination pursuant to Section 12.2 of the Seven Hills Joint Venture Agreement. In the event that prior to the effective date of the termination of such agreements (including during any period following such termination when products are still being supplied by the Seven Hills JV and purchased by the Purchaser in accordance with the terms of the Paper Supply Agreement), either (i) a private sale of the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (however structured, whether by way of stock

sale, merger or otherwise) by Lone Star Fund VIII (U.S.), L.P. to a third party that is not an Affiliate of the Purchaser or the sale of all or substantially all of the US Purchased Assets to such a third party is consummated, or (ii) Lone Star Fund VIII (U.S.), L.P. otherwise ceases to beneficially own, directly or indirectly, at least a majority of the voting equity interests of the Purchaser then, in each case, the Purchaser shall use its commercially reasonable efforts to have Rock-Tenn agree to the assignment by the US Seller to the Purchaser or one of its Affiliates (or the successor entity in any such transaction) all of its rights and obligations under the Seven Hills Joint Venture Agreement and all the other Rock-Tenn Operative Agreements, and, in connection therewith, promptly execute and deliver to the US Seller an affirmative release of the US Seller from any and all liability and ongoing obligations under the Seven Hills Joint Venture Agreement and the other Rock-Tenn Operative Agreements.

(h)

Escalation .

(i)

In the event of a dispute between the US Seller and the Purchaser with respect to a matter relating to this Section 5.18 or the Seven Hills Joint Venture Agreement or any of the other Rock-Tenn Operative Agreements, such dispute shall be referred for resolution by the Chief Executive Officer of the US Seller and the person within Hudson Americas LLC (or any successor thereto as asset manager for the subsidiaries of Lone Star Fund VIII (U.S.), L.P.) with responsibility for oversight of the Business (collectively, the “ Designated Officers ”) (such referral being by written notice from either party (the “ Referral Notice ”)).

(ii)

Within ten (10) Business Days after the Referral Notice is provided, the Designated Officers shall meet and attempt to resolve the disputed matter. If within twenty (20) Business Days after the Referral Notice is provided the disputed matter is not resolved, such dispute will be resolved in accordance with Section 10.12 .”

10. Further Amendment of Article V of the Purchase Agreement . Article V of the Purchase Agreement is hereby amended by adding the following as new sections at the end thereof:

“SECTION 5.21. Equipment Leases and Gas Contracts .

(a)

In respect of each of the Transferred Contracts (including any schedules, exhibits, annexes, riders, letter agreements and amendments thereto and modifications thereof) relating to the lease of equipment (an “ Equipment Lease ”) and the supply and transmission of natural gas (a “ Gas Contract ”) set forth on Annex A hereto (collectively, the “ Equipment Lease/Gas Contracts ”), in the event that, prior to the Closing, the US Seller does not receive the consent of the counterparties thereto to assign any Equipment Lease/Gas Contract to the Purchaser and discharge the US Seller from its obligations and liabilities thereunder, the Purchaser hereby agrees and covenants to:

(i)

promptly (but in any event within twenty-four (24) hours following the Trigger Date (as defined herein)) cause to be issued to the US Seller an irrevocable standby letter of credit issued by a financial institution of international reputation (a “ Letter of Credit ”) in the event that the US Seller is presented with a payment demand from any counterparty to any Equipment Lease/Gas Contract (the date of any such payment demand being the “ Notice Date ”), and the Purchaser (or an Affiliate thereof) has not otherwise satisfied such payment demand in full within five (5) days of the date on which it received written notice from the US Seller of such Notice Date (the “ Trigger Date ”); provided , that the Letter of Credit shall be issued in a face amount equal to the remaining aggregate outstanding payment liability under the relevant Equipment Lease/Gas Contract; provided , further , that US Seller shall only be permitted to draw upon the Letter of Credit after (i) first having made payment to the applicable counterparty to the Equipment Lease/Gas Contract, (ii) demanded in writing reimbursement of such payment from the Purchaser and (iii) a five (5) day period following such written demand from the US Seller to the Purchaser shall have elapsed without payment by the Purchaser;

(ii)

execute and deliver to the US Seller on the Closing Date an irrevocable power of attorney (in form and substance reasonably acceptable to the US Seller) that grants to the US Seller the right and authority to cause the issuance of the Letters of Credit referred to in Section 5.21(a)(i) above to the US Seller;

(iii)

not amend, alter, modify or consent to the addition of any equipment to (including the lease of any new equipment under), or the increase of the supply of natural gas under, any Equipment Lease/Gas Contract (as applicable), or take any action that has the effect of increasing the obligations or liabilities of the US Seller (including by failing to satisfy its obligations thereunder) under any such Equipment Lease/Gas Contract; provided , that the Purchaser shall be permitted to amend, modify or consent to the addition of any equipment to (including the lease of any new equipment under), or the increase of the supply of natural gas under, any Equipment Lease/Gas Contract (as applicable), if the US Seller and all its Affiliates have been fully and unconditionally released from any and all obligations thereunder, which release will be in form and substance reasonably satisfactory to the US Seller;

(iv)

not renew or extend any Equipment Lease/Gas Contract pursuant to any provision contained in such Equipment Lease/Gas Contract or

otherwise; provided , that the Purchaser shall be permitted to renew or extend any Equipment Lease/Gas Contract if the US Seller and all its Affiliates have been fully and unconditionally released from any and all obligations thereunder, which release will be in form and substance reasonably satisfactory to the US Seller; and

(v)

terminate each Equipment Lease/Gas Contract in accordance with its terms at the earliest possible opportunity, including, in respect of Equipment Leases, by providing written notice of termination to the lessor thereunder at least ninety (90) days prior to the expiration of the “Initial Term” (as defined therein) thereunder; provided , that the Purchaser shall not be required to terminate any Equipment Lease/Gas Contract in respect of which a full and unconditional release of the US Seller and all its Affiliates from any and all obligations thereunder has been obtained in form and substance reasonably satisfactory to the US Seller.

(b)

In respect of each Equipment Lease/Gas Contract, to the extent affirmatively requested in writing by the counterparty to such Equipment Lease/Gas Contract, the US Seller hereby agrees and covenants to execute a written acknowledgement (in form and substance reasonably satisfactory to the US Seller) of the US Seller’s ongoing payment obligations to such counterparty required under such Equipment Lease/Gas Contract.

SECTION 5.22. Seminole Agreements .

(a)

Upon the earliest to occur of (i) a private sale of the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (however structured, whether by way of stock sale, merger or otherwise) by Lone Star Fund VIII (U.S.), L.P. to a third party that is not an Affiliate of the Purchaser or the sale of all or substantially all of the US Purchased Assets to such a third party, (ii) the cessation of Lone Star Fund VIII (U.S.), L.P. to beneficially own, directly or indirectly, at least a majority of the voting equity interests of the Purchaser, and (iii) two (2) years from the Closing Date, the Purchaser agrees to use its commercially reasonable efforts to have the counterparty to the Seminole Agreements promptly execute and deliver to the US Seller an affirmative release of the US Seller and all its Affiliates from any and all liabilities and ongoing obligations under any of the Seminole Agreements, which release will be in form and substance reasonably satisfactory to the US Seller.

(b)

At any time, and from time to time, following the Closing, the US Seller and its officers, employees and agents shall be permitted to contact any of the counterparties to the Seminole Agreements to request, discuss and negotiate a full release of the US Seller from any and all ongoing liabilities and obligations under any of the Seminole Agreements; provided , that the US

Seller shall keep the Purchaser reasonably informed of any such contacts and discussions and that obtaining any such release shall not (i) be conditioned on an amendment to the terms of the Seminole Agreements that negatively affects the rights and obligations of the Purchaser and its Affiliates under the Seminole Agreements or (ii) otherwise negatively affect the rights and obligations of the Purchaser and its Affiliates under the Seminole Agreements.

(c)

The Purchaser will notify the US Seller (promptly after the occurrence thereof) of any event that might reasonably be expected to result in the incurrence of Losses by any Seller Indemnified Party under any of the Seminole Agreements, and the Purchaser will cooperate with the US Seller in connection with the taking by the US Seller of (and shall permit the US Seller to take) any commercially reasonable action intended to avoid or mitigate any such Losses.

SECTION 5.23. Replacement of Letters of Credit . As promptly as practicable, and in any event, no later than five (5) Business Days following the Closing Date, the Purchaser shall, and shall cause its Affiliates to, take or cause to be taken all actions necessary to replace any and all letters of credit issued by or on behalf of the US Seller or any of its Affiliates in relation to any of the Transferred Contracts or otherwise in relation to the Business and shall use its commercially reasonable efforts to have any such Letters of Credit issued by or on behalf of the US Seller or any of its Affiliates returned to the US Seller, including by causing to be issued to the holder of the Letter of Credit a replacement Letter of Credit or, at the option of the Purchaser, by providing guarantees or other credit support to any such holder. All costs and expenses incurred in connection with the replacement of Letters of Credit under this Section 5.23 shall be borne by the Purchaser.

SECTION 5.24. Access . From and after the Closing and until the Sublease Agreement substantially in the form attached hereto as Exhibit A (the “ Sublease ”) is executed and effective, the Transferred Employees shall have access to and continued use of the office space (including parking and other building amenities) leased by the US Seller located at 12018 Sunrise Valley Drive, Reston, VA. The access and use of such space shall be afforded to such Transferred Employees during normal business hours or such other hours as may be customary in the course of their employment by the Purchaser, and shall otherwise be on the terms and conditions set forth in the Sublease (as if the Sublease were in effect from and after the Closing). As consideration for such access and use, the Purchaser shall pay the US Seller $55,558.29 per calendar month (pro rated daily) from the Closing Date through the date the Sublease is executed and effective (assuming the Sublease is executed and effective prior to October 31, 2013), which amount shall be increased in accordance with Exhibit C to the Sublease in the event that the Sublease is not executed and effective prior to October 31, 2013) and which amount shall be payable on or before the first day of each calendar month from the Closing Date to the date the Sublease is executed. The foregoing right to access and use such space will terminate concurrently with the execution and effectiveness of the Sublease. In the event that the Sublease does not become effective because the Owner (as defined in the Sublease) withholds its consent to the Sublease, then the Purchaser shall (a) vacate the

office space referred to in this Section 5.24 as promptly as reasonably practicable and (b) indemnify and hold harmless the US Seller for and against any and all Losses arising out of or resulting from the continued occupation of the premises by the Purchaser until such time as the Purchaser vacates the premises.

SECTION 5.25. Duke Agreements .

(a)

Assignment . Notwithstanding any provision to the contrary in this Agreement, following the Closing, but subject to this Section 5.25 , the US Seller shall remain as a party to the Duke Agreements in the event that, prior to the Closing Date, the US Seller does not receive the consent of the counterparties to the Duke Agreements to assign such agreements to the Purchaser or one or more of its Affiliates. If at any time following the Closing Date, the counterparties to the Duke Agreements consent in writing to the assignment to the Purchaser or one or more of its Affiliates of the Duke Agreements, then the US Seller shall promptly take all actions reasonably required to assign the Duke Agreements to the Purchaser or such Affiliate(s) for no additional consideration.

(b)

Pass Through . The US Seller shall pass through to the Purchaser the benefits and burdens of the Duke Agreements, and the Purchaser hereby agrees to assume such burdens (including by purchasing all of the products required to be purchased under the Duke Agreements). The US Seller and the Purchaser agree to designate the appropriate individuals from each of their organizations to work together from the Closing Date through the first to occur of (i) the termination of the Duke Agreements and (ii) the assignment of the Duke Agreements to the Purchaser or one or more of its Affiliates and the release of the US Seller and all its Affiliates from any and all liabilities and ongoing obligations under the Duke Agreements, to implement the arrangements contemplated by this Section 5.25 , including for purposes of conveying funds to such counterparties as contemplated by such agreements.

(c)

Indemnity . The Purchaser Indemnifying Parties hereby agree to indemnify the Seller Indemnified Parties for any Losses incurred by any of them under, arising out of, relating to or in connection with the Duke Agreements in accordance with Section 8.03(f) , including any Losses arising from the existence or implementation of the arrangements contemplated by this Section 5.25 , other than any such Losses resulting from the US Seller’s intentional breach of, or gross negligence with respect of, the Duke Agreements.

(d)

Termination . The US Seller shall have the right to terminate the Duke Agreements at any time that such termination is permitted in accordance with the terms of such agreements; provided , that no such termination may be effectuated or occur without the prior written consent of the Purchaser. The Purchaser acknowledges that the US Seller shall not agree to extend or renew the initial term of either Duke Agreement (as such term is used therein). In the event that prior to the effective date of the termination of such agreements,

either (i) a private sale of the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (however structured, whether by way of stock sale, merger or otherwise) by Lone Star Fund VIII (U.S.), L.P. to a third party that is not an Affiliate of the Purchaser or the sale of all or substantially all of the US Purchased Assets to such a third party is consummated, or (ii) Lone Star Fund VIII (U.S.), L.P. otherwise ceases to beneficially own, directly or indirectly, at least a majority of the voting equity interests of the Purchaser then, in each case, the Purchaser shall use its commercially reasonable efforts to have the counterparties to the Duke Agreements agree to the assignment by the US Seller to the Purchaser or one of its Affiliates (or the successor entity in any such transaction) all of its rights and obligations under the Duke Agreements, and, in connection therewith, promptly execute and deliver to the US Seller an affirmative release of the US Seller from any and all liability and ongoing obligations under the Duke Agreements, which release shall be in form and substance reasonably satisfactory to the US Seller.

(e)

Letters of Credit . In respect of each Duke Agreement, the Purchaser hereby agrees and covenants to:

(i)

promptly (but in any event within twenty-four (24) hours following the Duke Trigger Date (as defined herein)) cause to be issued to the US Seller a Letter of Credit in the event that the US Seller is presented with a payment demand from any counterparty to any Duke Agreement (the date of any such payment demand being the “ Duke Notice Date ”), and the Purchaser (or an Affiliate thereof) has not otherwise satisfied such payment demand in full within five (5) days of the date on which it received written notice from the US Seller of such Duke Notice Date (the “ Duke Trigger Date ”); provided , that the Letter of Credit shall be issued in a face amount equal to the remaining aggregate outstanding payment liability under the relevant Duke Agreement; provided , further , that the US Seller shall only be permitted to draw upon the Letter of Credit after (i) first having made payment to the applicable counterparty to the Duke Agreement, (ii) demanded in writing reimbursement of such payment from the Purchaser and (iii) a five (5) day period following such written demand from the US Seller to the Purchaser shall have elapsed without payment by the Purchaser;

(ii)

(iii)

not take any action that has the effect of increasing the obligations or liabilities of the US Seller under any such Duke Agreement.

(f)

Release . At any time, and from time to time, following the Closing, the US Seller and its officers, employees and agents shall be permitted to contact the counterparties to the Duke Agreements to request, discuss and negotiate a full release of the US Seller from any and all ongoing liabilities and obligations under any of the Duke Agreements; provided , that the US Seller shall keep the Purchaser reasonably informed of any such contacts and discussions and that obtaining any such release shall not (i) be conditioned on an amendment to the terms of the Duke Agreements that negatively affects the rights and obligations of the Purchaser or its Affiliates thereunder or (ii) otherwise negatively affect the rights and obligations of the Purchaser and its Affiliates under the Duke Agreements.

(g)

Mitigation of Losses . The Purchaser will notify the US Seller (promptly after the occurrence thereof) of any event that might reasonably be expected to result in the incurrence of Losses by any Seller Indemnified Party under any of the Duke Agreements, and the Purchaser will cooperate with the US Seller in connection with the taking by the US Seller of (and shall permit the US Seller to take) any commercially reasonable action intended to avoid or mitigate any such Losses.

(h)

Downgrade . In respect of each Duke Agreement, if the credit rating of the Purchaser is downgraded by Moody’s Investors Services, Inc. (or any successor to the rating agency business thereof) to “Caa” or lower, the Purchaser shall cause to be issued to the US Seller a Letter of Credit in the amount of no less than the estimated aggregate amount payable under each such Duke Agreement for one (1) calendar year of supply (reduced by the face amount of any Letter of Credit issued on behalf of the Purchaser to the counterparties to such agreements or any cash collateral provided to such counterparties by the Purchaser, in each case, to secure the obligations under the Duke Agreements).

11. Amendment of Section 6.02 of the Purchase Agreement . Section 6.02 of the Purchase Agreement is hereby amended by adding “(including any and all amendments, revisions, modifications, memoranda of understanding and supplemental agreements thereto entered into on or prior to the Closing)” after each use of the defined term “Labor Agreement”.

12. Amendment of Section 6.03 of the Purchase Agreement . Section 6.03 of the Purchase Agreement is hereby amended by deleting “other than the Mirror Plan (as defined in Section 6.07(c)” in the second sentence.

13. Amendment of Section 6.06 of the Purchase Agreement . Section 6.06 of the Purchase Agreement is hereby amended by deleting the title and text thereof and adding “[RESERVED]” in their place.

14. Amendment of Section 6.07 of the Purchase Agreement .

(a) Section 6.07(a) of the Purchase Agreement is hereby amended by adding “(including any and all amendments, revisions, modifications, memoranda of understanding and supplemental agreements thereto entered into on or prior to the Closing)” after “Labor Agreement”.

(b) Section 6.07(c) of the Purchase Agreement is hereby deleted in its entirety.

15. Amendment of Section 8.03 of the Purchase Agreement . Section 8.03 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 8.03. Indemnification by the Purchaser . From and after the Closing Date, the US Seller and its Affiliates, and their respective officers, directors, employees, successors and permitted assigns (each, a “ Seller Indemnified Party ”) shall be indemnified and held harmless by the Purchaser or the Borrower (as such term is defined in the Debt Commitment Letter) or any other Affiliate of the Purchaser that owns all or substantially all of the US Purchased Assets (the “ Purchaser Indemnifying Parties ”) for and against any and all Losses, arising out of or resulting from: (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement; (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities; (d) the Purchased Assets following the Closing; (e) the conduct of the Business by the Purchaser following the Closing; or (f) without limiting the generality of the foregoing clauses (d) and (e), (1) the implementation of the provisions of Section 5.18 , including any Losses for which the Purchaser has agreed to indemnify the Seller Indemnified Parties pursuant to Section 5.18(f) ; (2) each Equipment Lease/Gas Contract, including any Losses arising out of the US Seller’s continuing relationship with the counterparties to each Equipment Lease/Gas Contract following the Closing; (3) the Seminole Agreements, including any Losses arising out of the US Seller’s continuing relationship with the counterparty to the Seminole Agreements following the Closing; or (4) the Duke Agreements, including any Losses arising out of the US Seller’s continuing relationship with the counterparties to the Duke Agreements following the Closing. If the Purchaser transfers its interest in the Borrower (as defined in the Debt Commitment Letter) or the Borrower (as defined in the Debt Commitment Letter) transfers the US Purchased Assets, the Purchaser shall cause such transferee of such interests or US Purchased Assets, as the case may be, to assume its obligations under this Article VIII .”

16. Effect of Assignment . Each party agrees that, following the Assignment and subject to the proviso of Section 10.06 of the Purchase Agreement, the New Purchaser shall be “the Purchaser” for all purposes under the Purchase Agreement.

17. Representations and Warranties . Each of the US Seller, U.S. Acquisitions and each of the US Purchaser Parties represents and warrants that (a) it has the corporate power and authority to execute and deliver this Amendment and (b) this Amendment constitutes the legal, valid and binding obligation of each of the above parties, enforceable against each such

party in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

18. No Other Modification . The Purchase Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein.

19. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

20. Counterparts . This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the US Seller, U.S. Acquisitions and each of the US Purchaser Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.


LAFARGE NORTH AMERICA INC.

By:	/s/ Bi Yong Chungunco
	Name:	Bi Yong Chungunco
	Title:	Authorized Representative


LONE STAR U.S. ACQUISITIONS, LLC

By:	/s/ Kevin Barner
	Name:	Kevin Barner
	Title:	Vice President

CONTINENTAL BUILDING PRODUCTS, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL SILVER GROVE, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL PALATKA, LLC,

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL BUCHANAN, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

EXHIBIT 2.3

AMENDMENT NO. 2 TO

ASSET PURCHASE AGREEMENT

This AMENDMENT NO. 2, dated as of August 29, 2013 (this “ Amendment ”), to the Asset Purchase Agreement (as amended, the “ Purchase Agreement ”), dated as of June 24, 2013, as amended on August 28, 2013, is entered into by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “ US Seller” ), on the one hand, and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (“ U.S. Acquisitions ”), CONTINENTAL BUILDING PRODUCTS LLC (formerly known as LSF8 Gypsum Investments, LLC), a Delaware limited liability company (the “ New Purchaser ”), CONTINENTAL SILVER GROVE, LLC (formerly known as Silver Grove Property Holdings, LLC), a Delaware limited liability company (“ CSG ”), CONTINENTAL PALATKA, LLC (formerly known as Palatka Property Holdings, LLC), a Delaware limited liability company (“ CP ”), and CONTINENTAL BUCHANAN, LLC (formerly known as Buchanan Property Holdings, LLC), a Delaware limited liability company (“ CB ” and, together with the New Purchaser, CSG and CP, the “ US Purchaser Parties ”), on the other hand. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the US Seller and U.S. Acquisitions entered into the Purchase Agreement;

WHEREAS, the US Seller, U.S. Acquisitions and each of the US Purchaser Parties desire to amend the Purchase Agreement as provided herein.

1. Amendment of Section 1.02 of the Purchase Agreement . Section 1.02 of the Purchase Agreement is hereby amended by adding the cross-references to the definitions (and their corresponding Section references) of “Excluded Employees” and “ST-D Employees” to the table in alphabetical order.

2. Amendment of Section 5.20 of the Purchase Agreement . Section 5.20 of the Purchase Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following: “If any Cogeneration Costs are incurred prior to the Closing with the consent of the Purchaser, the Purchaser will reimburse the US Seller for 50% of such costs on or prior to September 3, 2013, which reimbursement will be made by wire transfer of immediately available funds to the US Purchase Price Bank Account (or another bank account designated in writing by the US Seller to the Purchaser).”

3. Amendment of Section 6.01 of the Purchase Agreement .

(a) Section 6.01 of the Purchase Agreement is hereby amended by replacing the first sentence thereof in its entirety with the following: “As of the Closing, the Purchaser shall, or shall cause the Canadian Purchaser or another of its Affiliates to, offer employment on substantially equivalent terms and conditions as in effect prior to the Closing to each of the then-current employees of the Sellers related to the Business, including any employees of the Sellers related to the Business who are on short-term disability on August 29, 2013 (the “ S-TD Employees ”), but excluding (i) any employees of the Sellers related to the Business located in Corner Brook, Newfoundland and (ii) the eleven (11) employees of the Sellers related to the Business who are on long-term disability on August 29, 2013 ((i) and (ii, collectively, the “ Excluded Employees ”).”

(b) Section 6.01 of the Purchase Agreement is hereby further amended by adding the following sentences at the end thereof: “Following the Closing Date, the US Seller shall administer the short-term disability program in respect of the S-TD Employees until such time as the administration of such program is transferred to the Purchaser or one of its Affiliates, which the parties agree shall occur as promptly as reasonably practicable following the Closing Date. Following the Closing, until the administration of the short-term disability program in respect of the S-TD Employees is transferred to the Purchaser or one of its Affiliates, all amounts payable to the S-TD Employees under such short-term disability program shall be paid by the US Seller, and all such payments shall be reimbursed by the Purchaser to the US Seller within ten (10) Business Days of an invoice being issued by the US Seller to the Purchaser in respect thereof.”

4. Representations and Warranties . Each of the US Seller, U.S. Acquisitions and each of the US Purchaser Parties represents and warrants that (a) it has the corporate power and authority to execute and deliver this Amendment and (b) this Amendment constitutes the legal, valid and binding obligation of each of the above parties, enforceable against each such party in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the enforcement of creditors’ rights generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

5. No Other Modification . The Purchase Agreement shall not be modified by this Amendment in any respect except as expressly set forth herein.

6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

7. Counterparts . This Amendment may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.


LAFARGE NORTH AMERICA INC.

By:	/s/ Bi Yong Chungunco
	Name:	Bi Yong Chungunco
	Title:	Authorized Representative

[Signature Page to Amendment No. 2]


LONE STAR U.S. ACQUISITIONS, LLC

By:	/s/ Kevin Barner
	Name:	Kevin Barner
	Title:	Vice President

CONTINENTAL BUILDING PRODUCTS LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL SILVER GROVE, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL PALATKA, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

CONTINENTAL BUCHANAN, LLC

By:	/s/ Kyle Volluz
	Name:	Kyle Volluz
	Title:	Vice President

[Signature Page to Amendment No. 2]

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CONTINENTAL BUILDING PRODUCTS, INC.

(a Delaware corporation)

Timothy Power, Senior Vice President, General Counsel and Secretary of Continental Building Products, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is Continental Building Products, Inc.

2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 3, 2013.

3. This Amended and Restated Certificate of Incorporation has been duly adopted pursuant to Sections 242 and 245 of the Delaware General Corporation Law.

4. The existing Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is Continental Building Products, Inc.

ARTICLE II

AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

STOCK

Section 4.1 Authorized Stock . The aggregate number of shares which the Corporation shall have authority to issue is , of which shall be designated as Common Stock, par value $0.001 per share (the “Common Stock”), and shall be designated as Preferred Stock, par value $0.001 per share (the “Preferred Stock”).

Section 4.2 Common Stock .

(a) Voting . Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided , however , that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation).

(b) Dividends . Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive dividends out of any funds of the Corporation legally available therefor when, as and if declared by the Board of Directors.

(c) Liquidation . Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Section 4.3 Preferred Stock . The Preferred Stock may be issued from time to time in one or more series. Subject to limitations prescribed by law and the provisions of this Article IV, the Board of Directors is hereby authorized to provide by resolution and by causing the filing of a Preferred Stock Designation for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each such series.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i) the number of shares constituting such series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares in any such series then outstanding), and the distinctive designation of such series, which may be by distinguishing number, letter or title;

(ii) the dividend rate on the shares of such series, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;

(iii) whether the shares of such series shall have voting rights (including multiple, fractional or no votes per share) in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv) whether the shares of such series shall have conversion rights, and, if so, the terms and conditions of such rights, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

(vi) whether a sinking fund shall be provided for the redemption or purchase of shares of such series, and, if so, the terms and the amount of such sinking fund;

(vii) the restrictions, if any, on the issuance of the same series or of any other class or series;

(viii) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and

(ix) any other relative rights, powers, preferences and qualifications, limitations or restrictions of such series.

Section 4.4 No Class Vote on Changes in Authorized Number of Shares of Stock . Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of at least a majority of the voting power of the stock entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number . Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), the Board of Directors shall consist of not fewer than three nor more than 15 directors, the exact number to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the directors then in office; provided , however , that it is not less than one-third of the total number of directors then authorized.

Section 5.2 Classification; Vacancies; Removal .

(a) The Board of Directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the effectiveness of this Section 5.2 and ending with third annual meeting of stockholders following the effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. Beginning with the fourth annual meeting of stockholders following the effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a one-year term and until the election and qualification of their respective successor in office. In case of any increase or decrease, from time to time prior to the sixth annual meeting of stockholder following the effectiveness of this Section 5.2, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office and entitled to vote thereon, even though less than a quorum of the Board of Directors, or by the sole remaining director; provided , however , that so long as Lone Star Fund VIII (U.S.), L.P., a Delaware limited partnership, and its Affiliates (as defined in Section 11.5) (collectively, the “Lone Star Entities”) beneficially own, in the aggregate, at least 50% of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any such newly created directorships or vacancies shall, unless otherwise provided by law, be filled solely by the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote thereon. Any director so chosen shall hold office until the next election of directors of the class for which such director shall have been chosen, as applicable, and until his successor shall have been elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and unless otherwise restricted by law, (i) prior to the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled

to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, with or without cause upon the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote thereon, and (ii) on and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, only for cause and only upon the affirmative vote of at least 66 ² ⁄ ₃ % of the voting power of the stock outstanding and entitled to vote thereon.

(d) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. In case any vacancy shall occur among the Preferred Stock Directors, a successor may be elected by the holders of Preferred Stock pursuant to said provisions. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all such Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

Section 5.3 Powers . Subject to the provisions of the DGCL and to any limitations in this Certificate of Incorporation relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.4 Election; Annual Meeting of Stockholders .

(a) Ballot Not Required . The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

(b) Notice . Advance notice of nominations for the election of directors, and of business other than a nomination, to be proposed by stockholders for consideration at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

(c) Annual Meeting . The annual meeting of stockholders, for the election of directors to succeed those whose terms expire, if applicable, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix.

ARTICLE VI

STOCKHOLDER ACTION

Prior to the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. References in this Article VI to written consent shall be deemed to include a telegram, cablegram or other electronic transmission consenting to an action to be taken if such transmission complies with Section 228(d) of the DGCL. On and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer with the concurrence of a majority of the Board of Directors. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

ARTICLE VIII

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE IX

AMENDMENT

Section 9.1 Amendment of Certificate of Incorporation . The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation; provided , however , that except as otherwise provided in this Certificate of Incorporation and in addition to any requirements of law, the affirmative vote of at least 66 ² ⁄ ₃ % of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of this Certificate of Incorporation.

Section 9.2 Amendment of Bylaws . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation or the Bylaws of the Corporation, and in addition to any requirements of law, the affirmative vote of at least 66 ² ⁄ ₃ % of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal any provision of the Bylaws of the Corporation.

ARTICLE X

LIABILITY OF DIRECTORS

Section 10.1 No Personal Liability . To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 10.2 Transactions Involving the Lone Star Entities . Any Affiliate of the Lone Star Entities who serves as a director or officer of the Corporation shall be deemed to have fully satisfied and fulfilled his or her fiduciary duties to the Corporation and its stockholders with respect to any contract or transaction between the Corporation or any of its subsidiaries, on the one hand, and one or more Lone Star Entities, on the other hand, if: (a) the material facts as to such Affiliate’s and the Lone Star Entities’ relationship to or interest in such contract or transaction are disclosed or are known to the Board of Directors or a committee thereof consisting solely of disinterested directors of the Corporation, and the Board of Directors or such committee in good faith authorizes such contract or transaction by (i) in the case of the Board of Directors, the affirmative vote of a majority of the disinterested directors on the Board of Directors, even though less than a quorum of the Board of Directors, or (ii) in the case of such committee, the affirmative vote of a majority of the members of such committee; (b) the material facts as to such Affiliate’s and the Lone Star Entities’ relationship to or interest in such contract or transaction are disclosed

or are known to the stockholders of the Corporation entitled to vote thereon, and such contract or transaction is specifically approved in good faith by vote of the stockholders (excluding the Lone Star Entities and any stockholder that has a material financial interest in the contract or transaction); or (c) such contract or transaction is fair as to the Corporation as of the time it enters into such contract or transaction.

Section 10.3 Amendment or Repeal . Any amendment, alteration or repeal of this Article X that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE XI

COMPETITION AND CORPORATE OPPORTUNITIES

Section 11.1 General . In recognition and anticipation that (a) certain directors, principals, officers, employees and/or other representatives of the Lone Star Entities may serve as directors or officers of the Corporation, (b) the Lone Star Entities and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (c) members of the Board of Directors who are not employees of the Corporation (“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve the Lone Star Entities, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 11.2 No Duty to Refrain, Communicate or Offer . None of (a) any Lone Star Entity or any of its Affiliates or (b) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in (a) and (b) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall have any duty to refrain from directly or indirectly (i) engaging in a corporate opportunity in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (ii) otherwise competing with the Corporation, and, to the fullest extent permitted by the DGCL, no Identified Person shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. The Corporation hereby renounces any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 11.3. In the event that any Identified Person acquires knowledge of a

potential transaction or other business opportunity which may be a corporate opportunity for itself or himself and the Corporation or any of its Affiliates, such Identified Person shall have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder, director of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself or himself, or offers or directs such corporate opportunity to another Person.

Section 11.3 Corporate Opportunities Offered in Capacity as a Director of the Corporation . The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such Person solely in his or her capacity as a director of the Corporation and the provisions of Section 11.2 shall not apply to any such corporate opportunity.

Section 11.4 Opportunities Not Deemed Corporate Opportunities . In addition to and notwithstanding the foregoing provisions of this Article XI, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article III or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Section 11.5 Definitions . For purposes of this Certificate of Incorporation, (a) “Affiliate” shall mean (i) in respect of a Lone Star Entity, any Person that, (A) is directly or indirectly, controlled by such Lone Star Entity, controls such Lone Star Entity or is under common control with such Lone Star Entity or (B) is a principal, member, director, manager, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (ii) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (iii) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation, and (b) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

Section 11.6 Notice and Consent . To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of Article X and this Article XI.

ARTICLE XII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any stockholder

(including any beneficial owner) to bring: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware); in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

If any provision of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XIII

EFFECTIVE TIME

This Amended and Restated Certificate of Incorporation shall become effective as of 5:00 a.m. Eastern Daylight Time on .

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed, signed and acknowledged by Timothy Power, Senior Vice President, General Counsel and Secretary of the Corporation, this day of , 2014.


CONTINENTAL BUILDING PRODUCTS, INC.


By:		Timothy Power
Title:		Senior Vice President, General Counsel and Secretary

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

CONTINENTAL BUILDING PRODUCTS, INC.

(a Delaware corporation)

ARTICLE I

CORPORATE OFFICES

Section 1.1 Registered Office . The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation.

Section 1.2 Other Offices . The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwise required by law, at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting . The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 2.2 Special Meeting . Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (hereinafter referred to as a “Preferred Stock Designation”), a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer with the concurrence of a majority of the Board of Directors.

Section 2.3 Notice of Stockholders’ Meetings .

(a) Whenever stockholders are required or permitted to take any action at a meeting, notice of the place, if any, date, and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting) and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given. The notice shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as

otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice. Notice may be given personally, by mail or by electronic transmission in accordance with Section 232 of the General Corporation Law of the State of Delaware (the “DGCL”). If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder’s address as it appears on the records of the Corporation. Notice by electronic transmission shall be deemed given as provided in Section 232 of the DGCL. An affidavit that notice has been given, executed by the Secretary, Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 233 of the DGCL.

(b) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided , however , that if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 7.6(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.4 Organization .

(a) Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence, by another person designated by the Board of Directors. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the chairman, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the chairman of the

meeting, may include, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.7. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made, pursuant to Section 2.10(c)(i) of these Bylaws, that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.10 of these Bylaws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted.

Section 2.5 List of Stockholders . The officer who has charge of the stock ledger shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, provided , however , that if the record date for determining the stockholders entitled to vote is less than 10 days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this Section 2.5 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.5 or to vote in person or by proxy at any meeting of stockholders.

Section 2.6 Quorum . Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, at any meeting of stockholders, a majority of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided , however , that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the chairman of the meeting, or a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon, shall have power to adjourn or recess the meeting from time to time in accordance with Section 2.7 until a quorum is present or represented. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment or recess may be transacted.

Section 2.7 Adjourned or Recessed Meeting . Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned or recessed for any reason from time to time by the chairman of the meeting, subject to any rules and regulations adopted by the Board of Directors pursuant to Section 2.4(b), and may be adjourned for any reason from time to time by a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon. At any such adjourned or recessed meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.8 Voting .

(a) Except as otherwise required by law or the Certificate of Incorporation (including any Preferred Stock Designation), each holder of stock of the Corporation entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.

(b) Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation), these Bylaws or any law, rule or regulation applicable to the Corporation or its securities, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter, and where a separate vote by class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter. Voting at meetings of stockholders need not be by written ballot.

Section 2.9 Proxies . Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more persons authorized to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or executed new proxy bearing a later date.

Section 2.10 Notice of Stockholder Business and Nominations .

(a) Annual Meeting .

(i) Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors (or any committee thereof) or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.10(a). For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose other business (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act) at an annual meeting of stockholders.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and, in the case of business other than nominations, such business must be a proper subject for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business (as defined in Section 2.10(c)(ii) below) on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement (as defined in Section 2.10(c)(ii) below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment, recess or postponement of an annual meeting for which notice of the meeting has already been given to stockholders commence a new time period (or extend any

time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; provided , however , that, in addition to the information required in the stockholder’s notice pursuant to this Section 2.10(a)(ii)(A), the Corporation may require each such person to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such person to serve as a director of the Corporation, including information relevant to a determination whether such person can be considered an independent director;

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the other business is proposed:

(1) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner,

(2) the class or series and number of shares of stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii) below), and

(3) a representation that the stockholder intends to appear in person or by proxy at the meeting to make such nomination or propose such business;

(D) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the other business is proposed, as to such beneficial owner, and if such stockholder or beneficial owner is an entity, as to each director, executive, managing member or control person of such entity (any such individual or control person, a “control person”):

(1) the class or series and number of shares of stock of the Corporation which are beneficially owned (as defined in Section 2.10(c)(ii) below) by such stockholder or beneficial owner and by any control person as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation beneficially owned by such stockholder or beneficial owner and by any control person as of the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii) below),

(2) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or control person and any other person, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii) below),

(3) a description of any agreement, arrangement or understanding (including without limitation any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the

Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting (except as otherwise provided in Section 2.10(a)(iii) below), and

(4) a representation whether the stockholder or the beneficial owner, if any, will engage in a solicitation with respect to the nomination or other business and, if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation and whether such person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s stock required to approve or adopt the business to be proposed (in person or by proxy) by the stockholder.

(iii) Notwithstanding anything in Section 2.10(a)(ii) above or Section 2.10(b) below to the contrary, if the record date for determining the stockholders entitled to vote at any meeting of stockholders is different from the record date for determining the stockholders entitled to notice of the meeting, a stockholder’s notice required by this Section 2.10 shall set forth a representation that the stockholder will notify the Corporation in writing within five business days after the record date for determining the stockholders entitled to vote at the meeting, or by the opening of business on the date of the meeting (whichever is earlier), of the information required under clauses (ii)(C)(2) and (ii)(D)(1)-(3) of this Section 2.10(a), and such information when provided to the Corporation shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(iv) This Section 2.10(a) shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of his or her intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

(v) Notwithstanding anything in this Section 2.10(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Corporation at least ten days prior to the last day a stockholder may deliver a notice in accordance with Section 2.10(a)(ii) above, a stockholder’s notice required by this Section 2.10(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10 ^th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meeting . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors (or any committee thereof) or (ii) provided that one or more directors are to be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who delivers a written notice setting forth the information required by Section 2.10(a) above. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by this Section 2.10(b) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall an adjournment, recess or postponement of a special meeting for which notice of the meeting has already been given to stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(i) Except as otherwise required by law, only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10. Except as otherwise provided by law or these Bylaws, and notwithstanding any other provision of these Bylaws, each of the Chairman of the Board of Directors, the Board of Directors and the chairman of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether a stockholder or beneficial owner solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholder’s representation as required by clause (a)(ii)(D)(4) of this Section 2.10). If any proposed nomination or other business is not in compliance with this Section 2.10, then except as otherwise required by law, the chairman of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such other business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, if the stockholder does not provide the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) of this Section 2.10 to the Corporation within the time frames

specified herein, or if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other business, such nomination shall be disregarded and such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of a stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii) For purposes of this Section 2.10, the “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day, and a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act. For purposes of clause (a)(ii)(D)(1) of this Section 2.10, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both), (B) the right to vote such shares, alone or in concert with others and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(iii) Nothing in this Section 2.10 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation (including any Preferred Stock Designation).

Section 2.11 Action by Written Consent .

(a) Prior to the date on which Lone Star Fund VIII (U.S.), L.P., a Delaware limited partnership, and its affiliates (collectively, the “Lone Star Entities”) cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly held meeting of stockholders of the Corporation at which a quorum is present or represented, and may not be effected by written consent of stockholders in lieu of a meeting of stockholders.

(b) To be effective, a written consent must be delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with this Section 2.11.

(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner required by this Section 2.11.

Section 2.12 Inspectors of Election . Before any meeting of stockholders, the Corporation may, and shall if required by law, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Inspectors may be employees of the Corporation. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity of proxies and ballots;

(b) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(d) certify the determination of the number of shares represented at the meeting, and the count of all votes and ballots.

Section 2.13 Meetings by Remote Communications . The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication (a) participate in a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE III

DIRECTORS

Section 3.1 Powers . Subject to the provisions of the DGCL and to any limitations in the Certificate of Incorporation relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.

Section 3.2 Number, Term of Office and Election . Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the directors then in office; provided , however , that it is not less than one-third of the total number of directors then authorized. The first Board of Directors shall consist of the persons designated in the Certificate of Incorporation. At any meeting of stockholders at which directors are to be elected, directors shall be elected by a plurality of the votes cast. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws, wherein other qualifications for directors may be prescribed.

Section 3.3 Vacancies . Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office and entitled to vote thereon, even though less than a quorum, or by the sole remaining director; provided , however , that so long as the Lone Star Entities beneficially own, in the aggregate, at least 50% of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any such newly created directorships or vacancies shall, unless otherwise provided by law, be filled solely by the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, voting together as a single class. Any director so chosen shall hold office until the next election of directors or the next election of the class for which such director shall have been chosen, as applicable, and until his or her successor shall have been elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.4 Resignations and Removal .

(a) Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors or the Secretary of the Corporation. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), and unless otherwise restricted by law, (i) prior to the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, with or without cause upon the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, voting together as a single class, and (ii) on and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, only for cause and only upon the affirmative vote of at least 66 ² ⁄ ₃ % of the voting power of the stock outstanding and entitled to vote thereon.

Section 3.5 Regular Meetings . Regular meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 3.6 Special Meetings . Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place, within or without the State of Delaware, date and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business, at least five days before the day on which such meeting is to be held, or shall be sent to such director by electronic transmission, or be delivered personally or by telephone, in each case at least 24 hours prior to the time set for such meeting. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.7 Participation in Meetings by Conference Telephone . Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8 Quorum and Voting . Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the authorized number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 3.9 Board of Directors Action by Written Consent Without a Meeting . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, provided that all members of the Board of Directors or committee, as the case may be, consent in writing or by electronic transmission to such action, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10 Chairman of the Board . The Chairman of the Board shall preside at meetings of stockholders and directors and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairman of the Board is not present at a meeting of the Board of Directors, another director chosen by the Board of Directors shall preside.

Section 3.11 Rules and Regulations . The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 3.12 Fees and Compensation of Directors . Directors may receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Directors.

Section 3.13 Emergency Bylaws . In the event of any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee of the Board of Directors cannot readily be convened for action, then the director or directors in attendance at the meeting shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate.

ARTICLE IV

COMMITTEES

Section 4.1 Committees of the Board of Directors . The Board of Directors may designate one or more committees, including but not limited to an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 4.2 Meetings and Action of Committees . Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper.

ARTICLE V

OFFICERS

Section 5.1 Officers . The officers of the Corporation may consist of a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer, a Controller and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be elected by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly elected and qualified, or until such person’s earlier death, disqualification, resignation or removal. Any number of offices may be held by the same person; provided , however , that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 5.2 Compensation . The salaries of the officers of the Corporation and the manner and time of the payment of such salaries shall be fixed and determined by the Board of Directors and may be altered by the Board of Directors from time to time as it deems appropriate, subject to the rights, if any, of such officers under any contract of employment.

Section 5.3 Removal, Resignation and Vacancies . Any officer of the Corporation may be removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon notice given in writing or by electronic transmission to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If any vacancy occurs in any office of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly elected and qualified.

Section 5.4 Chief Executive Officer . The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors. Unless otherwise provided in these Bylaws, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of the Chairman of the Board of Directors, preside at meetings of the stockholders and of the Board of Directors.

Section 5.5 President . The President shall be the chief operating officer of the Corporation, with general responsibility for the management and control of the operations of the Corporation. The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine.

Section 5.6 Chief Financial Officer . The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.7 Vice Presidents . Each Vice President shall have such powers and duties as shall be prescribed by his or her superior officer, the Chief Executive Officer or the President. A Vice President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.8 Treasurer . The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer may from time to time determine.

Section 5.9 Controller . The Controller shall be the chief accounting officer of the Corporation. The Controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer may from time to time determine.

Section 5.10 Secretary . The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary. The Secretary

shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.11 Additional Matters . The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board of Directors.

Section 5.12 Checks; Drafts; Evidences of Indebtedness . From time to time, the Board of Directors shall determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority, to sign or endorse all checks, drafts, other orders for payment of money, notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 5.13 Corporate Contracts and Instruments; How Executed . Except as otherwise provided in these Bylaws, the Board of Directors may determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, or within the power incident to a person’s office or other position with the Corporation, no person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 5.14 Signature Authority . Unless otherwise specifically determined by the Board of Directors or otherwise provided by law or these Bylaws, contracts, evidences of indebtedness and other instruments or documents of the Corporation may be executed, signed or endorsed: (i) by the Chief Executive Officer or the President; or (ii) by the Chief Financial Officer, any Vice President, Treasurer, Secretary or Controller, in each case only with regard to such instruments or documents that pertain to or relate to such person’s duties or business functions.

Section 5.15 Action with Respect to Securities of Other Corporations or Entities . The Chief Executive Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares or other equity interests of any other corporation or entity or corporations or entities, standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

Section 5.16 Delegation . The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding the foregoing provisions of this Article V.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification . Each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative or legislative hearing, investigation or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement by or on behalf of the indemnitee) actually and reasonably incurred by such indemnitee in connection therewith; provided , however , that, except as otherwise required by law or provided in Section 6.3 with respect to proceedings to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by (i) such indemnitee, or (ii) the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors.

Section 6.2 Right to Advancement of Expenses . In addition to the right to indemnification conferred in Section 6.1, an indemnitee shall, to the fullest extent not prohibited by law, also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any proceeding with respect to which indemnification is required under Section 6.1 in advance of its final disposition (hereinafter an “advancement of expenses”); provided , however , that an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6.2 or otherwise.

Section 6.3 Right of Indemnitee to Bring Suit . If a request for indemnification under Section 6.1 is not paid in full by the Corporation within 60 days, or if a request for an advancement of expenses under Section 6.2 is not paid in full by the Corporation within

20 days, after a written request has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Further, in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights . The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement, vote of stockholders or disinterested directors, provisions of a certificate of incorporation or bylaws or otherwise.

Section 6.5 Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.6 Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent and in the manner permitted by applicable law, and to the extent authorized from time to time, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation.

Section 6.7 Nature of Rights . The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 6.8 Settlement of Claims . Notwithstanding anything in this Article VI to the contrary, the Corporation shall not be liable to indemnify any indemnitee under this Article VI for any amounts paid in settlement of any proceeding effected without the Corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such proceeding.

Section 6.9 Subrogation . In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.10 Severability . If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Corporation provide protection to the indemnitee to the fullest enforceable extent.

ARTICLE VII

CAPITAL STOCK

Section 7.1 Certificates of Stock . The shares of the Corporation shall be represented by certificates, provided , however , that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary of the Corporation or an Assistant Secretary, of the Corporation certifying the number of shares owned by such holder in the Corporation. Any or all such signatures

may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2 Special Designation on Certificates . If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided , however , that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 7.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this Section 7.2 a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly required by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.3 Transfers of Stock . Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided , however , that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer.

Section 7.4 Lost Certificates . The Corporation may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.5 Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.6 Record Date for Determining Stockholders .

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided , however , that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation (including any Preferred Stock Designation), in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have stockholders express consent to corporate action in writing without a meeting shall, by written notice to the Secretary of the Corporation, request that the Board of Directors fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date upon which such request is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 7.6(c)). If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 7.6(c) or otherwise within 10 days after the date upon which such request is received, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date after the expiration of such 10 day time period following the date on which a signed written consent setting forth the action taken or proposed to be taken was delivered to the Corporation in accordance with Section 2.11. If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 7.6(c), the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.7 Regulations . To the extent permitted by applicable law, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

Section 7.8 Waiver of Notice . Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

ARTICLE VIII

GENERAL MATTERS

Section 8.1 Fiscal Year . The fiscal year of the Corporation shall be such 12 consecutive months as the Board of Directors may designate.

Section 8.2 Corporate Seal . The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary

of the Corporation. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 8.3 Reliance Upon Books, Reports and Records . Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.4 Subject to Law and Certificate of Incorporation . All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, and in addition to any requirements of law, the affirmative vote of at least 66 ² ⁄ ₃ % of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of these Bylaws.

The foregoing Amended and Restated Bylaws were adopted by the Board of Directors effective 2014.

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of by and among Continental Building Products, Inc., a Delaware corporation (the “ Company ”), and LSF8 Gypsum Holdings, L.P. (the “ Original Holder ”).

RECITALS

A. The Original Holder has requested that it be granted certain registration rights with respect to the shares of the Company’s Common Stock (as defined below) held by the Original Holder as more fully set forth herein.

B. The Company has agreed to grant the Original Holder such registration rights as more fully set forth herein.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions . As used in this Agreement, capitalized terms not otherwise defined herein shall have the meanings ascribed to them below:

“ Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in The City of New York.

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company, and any equity securities issued or issuable in exchange for or with respect to the Common Stock by way of a stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

“ Common Stock Equivalent ” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), Common Stock.

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

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Holder ” or “ Holders ” means the Original Holder and any Person who shall acquire and hold Registrable Securities in accordance with the terms of this Agreement.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

“ Majority Participating Holders ” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

“ Participating Holder ” means a Holder who shall have properly submitted a written request for inclusion of such Holder’s Registrable Securities in a registration pursuant to Section 2.1 or 2.2 hereof.

“ Person ” means any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity or any governmental or regulatory body or other agency or authority or political subdivision thereof, including any successor, by merger or otherwise, of any of the foregoing.

“ Registrable Securities ” means (i) shares of Common Stock held by the Original Holder as of the date hereof, (ii) shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (i) above and (iii) any other shares of Common Stock owned or hereafter acquired by the Original Holder. Any particular Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act or (C) such securities shall cease to be outstanding.

“ Registration Expenses ” means all fees and expenses incurred in connection with the Company’s performance of or compliance with the provisions of Article II, including, without limitation: (i) all registration, listing, qualification and filing fees (including FINRA filing fees); (ii) fees and expenses of compliance with state securities or “blue sky” laws (including counsel fees in connection with the preparation of a blue sky and legal investment survey and FINRA filings); (iii) printing and copying expenses; (iv) messenger and delivery expenses; (v) expenses incurred in connection with any road show; (vi) fees and disbursements of counsel for the Company; (vii) with respect to each registration, the fees and disbursements of one counsel for the Participating Holder(s) selected by the Majority Participating Holders, in the case of a registration pursuant to Section 2.2; (viii) fees and disbursements of independent public accountants, including the expenses of any audit or “cold comfort” letter, and fees and expenses of other persons, including special experts, retained by the Company; (ix) underwriter fees, excluding discounts and commissions, and any other expenses which are customarily borne by the issuer or seller of securities in a public equity offering; and (x) all internal expenses of the Company (including all salaries and expenses of officers and employees performing legal or accounting duties).

“ SEC ” means the Securities and Exchange Commission.

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

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Demand Registrations .

(a) (i) Subject to Section 2.1(c), at any time or from time to time after the six-month anniversary of the first date on which the Company shall have effected the registration under the Securities Act of any shares of Common Stock, one or more Holders shall have the right to require the Company to file a registration statement under the Securities Act covering Registrable Securities with an aggregate value of $10,000,000 or greater (based on the market price of the Common Stock as of the date of the Demand Registration Request), by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “ Demand Registration Requests ,” the registrations so requested are referred to as “ Demand Registrations ” and the Holders making such demand for registration are referred to as the “ Initiating Holders .” As promptly as practicable but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (a “ Demand Exercise Notice ”) of such Demand Registration Request to all Holders.

(ii) The Company, subject to Sections 2.3 and 2.7, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the Registrable Securities of any other Participating Holders that shall have made a written request to the Company within the time limits specified below for inclusion in such registration. Any such request from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such other Holders.

(iii) The Company, as expeditiously as possible but subject to Section 2.1(c), shall use its commercially reasonable efforts to effect such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register for distribution in accordance with such intended method of distribution.

(b) Registrations under this Section 2.1 shall be on such appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Majority Participating Holders.

(i) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act;

(ii) if, in the opinion of outside counsel to the Company, any registration of Registrable Securities would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company, such disclosure is reasonably likely to adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or otherwise have a material adverse effect on the Company (a “ Valid Business Reason ”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawal under this clause (ii), the “ Postponement Period ”); and the Company shall give notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; and

(iii) the Company shall not be obligated to effect more than five Demand Registrations under Section 2.1(a) for benefit of the Holders.

If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not register any equity security of the Company during the period of postponement or withdrawal. Each Holder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event more than 90 days after the date of the postponement or withdrawal), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1.

(d) The Company, subject to Sections 2.3 and 2.7, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock that are requested to be included in such registration pursuant to the exercise of piggyback rights granted by the Company that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“ Additional

Piggyback Rights ”); provided , however , that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Participating Holders.

(e) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be deemed a Demand Registration for purposes of this Section 2.1 unless (i) the withdrawal is made following withdrawal or postponement of such registration by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c), (ii) the withdrawal is based on the reasonable determination of the Holders who requested such registration that there has been, since the date of the Demand Registration Request, a material adverse change in the business or prospects of the Company or (iii) the Holders who requested such registration shall have paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration.

(f) A Demand Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c) or (iv) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission of the Participating Holders.

(g) In connection with any Demand Registration, the Company may designate the lead managing underwriter in connection with such registration and each other managing underwriter for such registration, provided , that, in each case, each such underwriter is reasonably satisfactory to the Majority Participating Holders.

Section 2.2 Piggyback Registrations .

(a) If, at any time, the Company proposes or is required to register any of its equity securities under the Securities Act (other than pursuant to (i) a registration on Form S-4 or Form S-8 or any successor or similar form which is then in effect or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each Holder. Upon the written request of any such Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company, subject to

Sections 2.2(b), 2.3 and 2.7, shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holders in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1.

(b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company will give written notice of such determination to each Holder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1 and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.

(c) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

Section 2.3 Priority in Registrations .

(a) If any requested registration made pursuant to Section 2.1 involves an underwritten offering and the lead managing underwriter of such offering (the “ Manager ”) shall advise the Company that, in its view, the number of securities requested to be included in such registration by the Participating Holders or any other persons, including those shares of Common Stock requested by the Company to be included in such registration, exceeds the largest number (the “ Section 2.3(a) Sale Number ”) that can be sold in an orderly manner in such offering within a price range acceptable to the Majority Participating Holders, the Company shall use commercially reasonable efforts to include in such registration:

(i) first, all Registrable Securities requested to be included in such registration by the Holders thereof; provided , however , that, if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such registration, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the number of Registrable Securities owned by all Holders requesting inclusion;

(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to the exercise of Additional Piggyback Rights (“ Piggyback Shares ”), based on the aggregate number of Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(a) Sale Number; and

(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a) Sale Number.

If, as a result of the proration provisions of this Section 2.3(a), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested be included, such Holder may elect to withdraw its request to include Registrable Securities in such registration or may reduce the number requested to be included; provided , however , that (A) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (B) such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made.

(b) If any registration pursuant to Section 2.2 involves an underwritten offering that was proposed by the Company and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “ Section 2.3(b) Sale Number ”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:

(i) first, all Common Stock that the Company proposes to register for its own account; and

(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities or Piggyback Shares be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 2.2 of this Agreement or Additional Piggyback Rights, based on the aggregate number of Registrable Securities and Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Registrable Securities and Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(b) Sale Number.

(c) If any registration pursuant to Section 2.2 involves an underwritten offering that was proposed by holders of securities of the Company that have the right to require such registration pursuant to an agreement entered into by the Company in accordance with Section 3.4 (“ Additional Demand Rights ”) and the Manager shall advise the Company that, in its

view, the number of securities requested to be included in such registration exceeds the number (the “ Section 2.3(c) Sale Number ”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration:

(i) first, all securities requested to be included in such registration by the holders of Additional Demand Rights (“ Additional Registrable Securities ”); provided , however , that, if the number of such Additional Registrable Securities exceeds the Section 2.3(c) Sale Number, the number of such Additional Registrable Securities (not to exceed the Section 2.3(c) Sale Number) to be included in such registration shall be allocated on a pro rata basis among all holders of Additional Registrable Securities requesting that Additional Registrable Securities be included in such registration, based on the number of Additional Registrable Securities then owned by each such holder requesting inclusion in relation to the number of Additional Registrable Securities owned by all of such holders requesting inclusion;

(ii) second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, any Common Stock that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number; and

(iii) third, to the extent that the number of securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining shares to be included in such registration shall be allocated on a pro rata basis among all holders requesting that Registrable Securities or Piggyback Shares be included in such registration pursuant to the exercise of piggyback rights pursuant to Section 2.2 or Additional Piggyback Rights, based on the aggregate number of Registrable Securities and Piggyback Shares then owned by each holder requesting inclusion in relation to the aggregate number of Registrable Securities and Piggyback Shares owned by all holders requesting inclusion, up to the Section 2.3(c) Sale Number.

Section 2.4 Registration Procedures . Whenever the Company is required by the provisions of this Agreement to use commercially reasonable efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company, as expeditiously as possible:

(a) shall prepare and file with the SEC the requisite registration statement, which shall comply as to form in all material respects with the requirements of the applicable form and shall include all financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such registration statement to become and remain effective ( provided , however , that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, or any Issuer Free Writing Prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and the lead managing underwriter, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any Issuer Free Writing Prospectus related thereto to which the Majority Participating Holders or the underwriters, if any, shall reasonably object);

(b) shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as any Participating Holder shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the Participating Holder(s) thereof set forth in such registration statement;

(c) shall furnish, without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such number of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement, each preliminary prospectus and each Issuer Free Writing Prospectus utilized in connection therewith, all in conformity with the requirements of the Securities Act, and such other documents as such Participating Holder and underwriter reasonably may request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Participating Holder, and shall consent to the use in accordance with all applicable law of each such registration statement, each amendment thereto, each such prospectus, preliminary prospectus or Issuer Free Writing Prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus;

(d) shall use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as any Participating Holder or any managing underwriter, if any, reasonably shall request, and do any and all other acts and things that may be reasonably necessary or advisable to enable such Participating Holder or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions, except that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 2.4(d), it would not be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(e) shall promptly notify each Participating Holder and each managing underwriter, if any:

(i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any Issuer Free Writing Prospectus has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective;

(ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose;

(v) of the existence of any fact of which the Company becomes aware which results in the registration statement, the prospectus related thereto, any document incorporated therein by reference, any Issuer Free Writing Prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and

(vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects;

and, if the notification relates to an event described in clause (v), the Company, subject to the provisions of Section 2.1(c), promptly shall prepare and file with the SEC, and furnish to each seller and each underwriter, if any, a reasonable number of copies of, a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;

(f) shall comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within 90 days after the end of such 12 month period described hereafter), an earnings statement, which need not be audited, covering the period of at least 12 consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(g) shall use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be authorized to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time, or will be immediately following the offering, listed on such exchange;

(h) shall provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(i) shall enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities that are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option,

require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);

(j) shall use commercially reasonable efforts to obtain an opinion from the Company’s counsel and a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any;

(k) shall use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement;

(l) shall provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;

(m) shall make reasonably available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters, taking into account the needs of the Company’s businesses and the requirements of the marketing process, in the marketing of Registrable Securities in any underwritten offering;

(n) shall promptly prior to the filing of any document that is to be incorporated by reference into the registration statement or the prospectus, and prior to the filing of any Issuer Free Writing Prospectus, provide copies of such document to counsel for the Participating Holders and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for such Participating Holders or underwriters may reasonably request;

(o) shall cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least three Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof;

(p) shall take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;

(q) shall not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided , however , that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make any such prohibition inapplicable;

(r) shall cooperate with each Participating Holder and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(s) shall take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Company may require as a condition precedent to the Company’s obligations under this Section 2.4 that each Participating Holder as to which any registration is being effected furnish the Company such information in writing regarding such Participating Holder and the distribution of its Registrable Securities as the Company from time to time reasonably may request; provided , that such information is necessary for the Company to consummate such registration and shall be used only in connection with such registration. Each Participating Holder agrees that upon receipt of any notice from the Company under Section 2.4(e)(v), such Participating Holder will discontinue its disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus. In the event the Company shall give any such notice, the applicable period set forth in Section 2.4(b) shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each Participating Holder shall have received the copies of the supplemented or amended prospectus. If any such registration statement or comparable statement under “blue sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state “blue sky” or securities law then in force, the deletion of the reference to such Holder.

Section 2.5 Automatic Shelf Registration Statements . To the extent the Company is a well-known seasoned issuer as defined in Rule 405 under the Securities Act (a “ WKSI ”) at the time any Demand Registration Request is submitted to the Company, and such Demand Registration Request requests that the Company file an automatic shelf registration statement as defined in Rule 405 under the Securities Act (an “ automatic shelf registration statement ”) on Form S-3, the Company shall file an automatic shelf registration statement that covers those Registrable Securities that are requested to be registered. The Company shall use commercially reasonable efforts to remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering

the Registrable Securities at the time the automatic shelf registration statement is filed, the Company shall pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act, referring to the unnamed selling security holders in a generic manner, in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

Section 2.6 Registration Expenses .

(a) The Company shall pay all Registration Expenses (i) with respect to any Demand Registration whether or not it becomes effective or remains effective for the period contemplated by Section 2.4(b) and (ii) with respect to any registration effected under Section 2.2.

(b) Notwithstanding the foregoing, (i) the provisions of this Section 2.6 shall be deemed amended to the extent necessary to cause these expense provisions to comply with “blue sky” laws of each state in which the offering is made, (ii) in connection with any registration hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes, if any, attributable to the sale of such Participating Holder’s Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance with the number of shares sold in the offering by such Holder and (iii) the Company shall, in the case of all registrations under this Article II, be responsible for all its internal expenses.

Section 2.7 Underwritten Offerings .

(a) If requested by the underwriters for any underwritten offering by the Holders pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall be satisfactory in form and substance to the Majority Participating Holders and shall contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type. Any Participating Holder shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder; provided , however , that the Company shall not be required to make any representations or warranties with

respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

(b) In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, any Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Holder to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

(c) In the case of any Demand Registration pursuant to an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such registration shall be subject to an underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person’s securities on the basis provided therein and, subject to the provisions of this Section 2.7, completes and executes all reasonable questionnaires, and other documents, including custody agreements and powers of attorney, that must be executed in connection therewith, and provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

Section 2.8 Holdback Agreements .

(a) Each Participating Holder agrees, to the extent requested in writing by a managing underwriter, if any, of any Demand Registration, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company other than as part of such underwritten public offering during the time period reasonably requested by the managing underwriter, not to exceed 90 days.

(b) The Company agrees that, if it shall previously have received a request for registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been

withdrawn or abandoned, it shall not sell, transfer or otherwise dispose of any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is then in effect or upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of 180 days shall have elapsed from the effective date of such previous registration; and the Company shall so provide in any registration rights agreements hereafter entered into with respect to any of its securities.

Section 2.9 No Required Sale . Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement.

Section 2.10 Indemnification .

(a) In the event of any registration of any securities of the Company under the Securities Act pursuant to this Article II, the Company will, and hereby agrees to, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, fiduciaries, employees, agents, Affiliates, consultants, representatives, general and limited partners, stockholders, successors, assigns (and the directors, officers, employees and stockholders thereof), and each other Person, if any, who controls such Holder within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, “ Losses ”), insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary to be stated or necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, in any registration statement under which such securities were registered under the Securities Act, or amendment thereof or supplement thereto, or in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any Issuer Free Writing Prospectus utilized in connection therewith, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Loss as such expenses are incurred; provided , however , that the Company shall not be liable to any such indemnified party in any such case to the extent such Loss arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary, final or summary prospectus or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.

(b) Each Participating Holder whose Registrable Securities are included in the securities as to which any registration under Section 2.1 or 2.2 is being effected shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.10), to the fullest extent permitted by law, the Company, its officers and directors, each Person controlling the Company within the meaning of the Securities Act and all other prospective sellers and their respective directors, officers, fiduciaries, employees, agents, Affiliates, consultants, representatives, general and limited partners, stockholders, successors, assigns and respective controlling Persons with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives by or on behalf of such Holder specifically for use therein and reimburse such indemnified party for any legal or other expenses reasonably incurred in connection with investigating or defending any such Loss as such expenses are incurred; provided , however , that the aggregate amount that any such Holder shall be required to pay pursuant to this Section 2.10 shall in no case be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such claim. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.

(c) Any Person entitled to indemnification under this Agreement promptly shall notify the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.10, but the failure of any such Person to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.10, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability that it may have to any such Person otherwise than under this Article II. In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided , however , that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party, (ii) if such indemnified party who is a defendant in any action or proceeding that is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party that are not available to the indemnifying party or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall

have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded that there may be legal defenses available to such party or parties that are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be liable for any expenses therefor. Without the written consent of the indemnified party, which consent shall not be unreasonably withheld, no indemnifying party shall effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder, whether or not the indemnified party is an actual or potential party to such action or claim, unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If for any reason the foregoing indemnity is unavailable or is insufficient to hold harmless an indemnified party under Section 2.10(a), (b) or (c), then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of any Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such offering of securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 2.10(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.10(d). The amount paid or payable in respect of any Loss shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Loss. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.10(d) to the contrary, no indemnifying party other than the Company shall be required pursuant to this Section 2.10(d) to contribute any amount in excess of the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the losses, claims, damages or liabilities of the indemnified parties relate, less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.10(b) and (c).

(e) The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may

have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.

(f) The indemnification and contribution required by this Section 2.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

ARTICLE III

GENERAL

Section 3.1 Adjustments Affecting Registrable Securities . The Company shall not effect or permit to occur any combination or subdivision of shares of Common Stock that would adversely affect the ability of any Holder to include such Holder’s Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration. The Company will take all reasonable steps necessary to effect a subdivision of shares if in the reasonable judgment of (a) the Majority Participating Holders or (b) the managing underwriter for the offering in respect of such Demand Registration Request, such subdivision would enhance the marketability of the Registrable Securities. Each Holder shall vote all of its shares of capital stock in a manner, and take all other actions necessary, to permit the Company to carry out the intent of the preceding sentence including, without limitation, voting in favor of an amendment to the Company’s certificate of incorporation in order to increase the number of authorized shares of capital stock of the Company.

Section 3.2 Rule 144 . The Company covenants that (a) upon such time as it becomes, and so long as it remains, subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act or, if it is not required to file such reports, upon the request of any Holder it shall make publicly available other information so long as necessary to permit sales of such Registrable Securities in compliance with Rule 144 under the Securities Act and (b) it will take such further action as any Holder reasonably may request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Section 3.3 Nominees for Beneficial Owners . If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders pursuant to this Agreement or any determination of any number or percentage of shares constituting Registrable Securities held by any Holder or Holders contemplated by this Agreement; provided , that the Company shall have received assurances reasonably satisfactory to it of such beneficial ownership.

Section 3.4 No Inconsistent Agreements . The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with any other agreements to which the

Company is a party or by which it is bound. Without the prior written consent of Holders of a majority of the then outstanding Registrable Securities, the Company will not enter into any agreement with respect to its securities that is inconsistent with the rights granted in this Agreement or otherwise conflicts with the provisions hereof or provides terms and conditions that are more favorable to, or less restrictive on, the other party thereto than the terms and conditions contained in this Agreement are to the Holders, other than any lock-up agreement with the underwriters in connection with any registered offering effected hereunder, pursuant to which the Company shall agree not to register for sale, and the Company shall agree not to sell or otherwise dispose of, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, for a specified period following the registered offering. If the Company enters into any other registration rights agreement with respect to any of its securities that contains terms that are more favorable to, or less restrictive on, the other party thereto than the terms and conditions contained in this Agreement are to the Holders, the terms and conditions of this Agreement shall immediately be deemed to have been amended without further action by the Company or any of the Holders so that the Holders shall each be entitled to the benefit of any such more favorable or less restrictive terms or conditions.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Amendment and Waiver .

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company and a majority in interest of the Holders or, in the case of a waiver, by the party or parties against whom the waiver is to be effective, in an instrument specifically designated as an amendment or waiver hereto; provided , however , that waiver by the Holders shall require the consent of a majority in interest of the Holders.

(b) No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

Section 4.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i) if to any Holder other than the Original Holder, to its last known address appearing on the books of the Company maintained for such purpose, and if to the Original Holder, to:

LSF8 Gypsum Holdings, L.P.

2711 N. Haskell Avenue, Suite 1700

Dallas, Texas 75204

Attention: Legal Department

Facsimile: (214) 515-6924

(ii)

if to the Company, to:

Continental Building Products, Inc.

12018 Sunrise Valley Drive, Suite 600

Reston, Virginia 20191

Attention: General Counsel

Facsimile: (703) XXX-XXXX

or such other address as the Company or the Original Holder shall have specified to the other party in writing in accordance with this Section 4.2.

Section 4.3 Interpretation . When a reference is made in this Agreement to a Section or Article, such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. Each of the parties hereto acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 4.4 Entire Agreement . This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

Section 4.5 No Third-Party Beneficiaries . Except as provided in Section 2.10, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Section 4.6 Governing Law . This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

Section 4.7 Submission to Jurisdiction . Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in any Delaware State or federal court, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 4.8 Assignment; Successors . This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. If any Person shall acquire Registrable Securities from any Holder in any manner, whether by operation of law or otherwise, such Person shall promptly notify the Company and such Registrable Securities acquired from such Holder shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement. Any such successor or assign shall agree in writing to acquire and hold the Registrable Securities acquired from such Holder subject to all of the terms hereof.

Section 4.9 Enforcement . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Delaware State or federal court, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

Section 4.10 Severability . Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held

to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 4.11 Waiver of Jury Trial . EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.12 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

Section 4.13 Facsimile Signature . This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

Section 4.14 Time of Essence . Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


CONTINENTAL BUILDING PRODUCTS, INC.

By:
Name:
Title:

LSF8 GYPSUM HOLDINGS, L.P.

By: LSF8 GenPar, LLC, its General Partner

By:
Name:
Title:

Exhibit 5.1

Client: 20650-00001

, 2014

Continental Building Products, Inc.

12018 Sunrise Valley Drive, Suite 600

Reston, Virginia 20191

Re:	Continental Building Products, Inc.

Registration Statement on Form S-1 (File No. 333-193078)

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1, File No. 333-193078, as amended (the “ Registration Statement ”), of Continental Building Products, Inc., a Delaware corporation (the “ Company ”), filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with the offering by the Company of up to shares of the Company’s common stock, par value $0.001 per share (the “ Shares ”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion is limited to the effect of the current state of the Delaware General Corporation Law and the facts as they current exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts.

, 2014

Page 2

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “ Legal Matters ” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

EXHIBIT 10.1

ASSET ADVISORY AGREEMENT

CONTINENTAL BUILDING PRODUCTS LLC

THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of August 30, 2013, by and between HUDSON AMERICAS LLC, a Delaware limited liability company (“Manager”), and CONTINENTAL BUILDING PRODUCTS LLC, a Delaware limited liability company (“Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.

RECITALS

WHEREAS, Owner and/or certain of its subsidiaries have acquired certain assets (Owner, such entities, and all of their assets are collectively referred to herein as the “Assets”); and

WHEREAS, Owner desires that Manager undertake the asset management of the Assets, as provided herein, and Manager desires to undertake such management.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Manager Services . Manager shall provide operating company oversight functions for Owner in connection with the Assets, which services (the “Manager Services”) may include, but shall not be limited to, the following:

(a)

Manager shall be responsible for the day-to-day communication and coordination with any personnel or other service providers hired by Owner or its subsidiaries with respect to the Assets. Manager shall provide the other management services as are set forth in this Agreement; however, notwithstanding anything in this Agreement to the contrary, Owner shall retain the sole right to approve or change the budget for the operation of the Assets, to approve any transactions with respect to the Assets, and to hire and fire the personnel and other service providers for the Assets.

(b)

Manager shall assist and advise Owner with respect to the Long Term Plan (as hereafter defined). For purposes hereof, “Long Term Plan” means the Long Term Plan developed or adopted by Owner with respect to the Assets, as may be amended from time to time.

(c)

Manager shall, subject to the availability of sufficient funds, work diligently to implement the Long Term Plan and shall have the authority (together with the obligation and responsibility) to manage the Assets in accordance with such Long Term Plan. Any specific action or cost enumerated in any Long Term Plan may be implemented and consummated by Manager for Owner without further approval or participation of Owner; however Owner retains the right to change the Long Term Plan at any time.

(d)

Notwithstanding anything to the contrary herein, if, in order to preserve the rights of Owner with respect to the Assets, certain action not authorized pursuant to the Long Term Plan or the terms of this Agreement that would otherwise require the approval of Owner must be immediately taken in response to an emergency matter concerning the Assets (“Emergency Matter”) in order to protect Owner’s interest therein, then Manager shall be authorized to take such actions as it deems necessary or appropriate to so protect the interests of Owner. Manager shall promptly notify Owner of the action taken and the circumstances giving rise to such action (including the reason for the requirement for immediate action). Any such action or expenditure relating to an Emergency Matter that may be consummated by Manager shall be deemed approved by Owner. Manager shall obtain and maintain on behalf of Owner all licenses, permits, certificates, consents, and other approvals required with respect to the Assets (collectively, “Licenses’’). Manager shall provide Owner with copies of all completed initial or renewal License applications for approval, not less than thirty (30) days prior to the date such applications are due. All Licenses shall be obtained in the Owner’s name whenever possible. Any Licenses obtained in the name of Manager shall be held on behalf of Owner, and, upon termination of this Agreement, Manager shall transfer or assign all such Licenses to such person as the Owner may direct at no cost, to the extent permitted by applicable law.

(e)

Manager shall not be required to devote its full time and attention to the management of the Assets, but only such time as is reasonably necessary for the proper conduct of its duties under this Agreement.

Consultation and Communication; Reports .

(a)

Manager’s management personnel shall be available at the reasonable request of Owner for consultation and shall provide Owner with all information pertaining to the Assets and Manager’s services related thereto as is reasonably requested and as Manager can reasonably provide.

(b)

Owner and Manager shall, upon Owner’s request (such request to be made by written notice to Manager, setting forth the time, date, and location of such meeting), meet (or hold a telephone conference call) to discuss the progress of, and proposals, strategy, operation, and administrative matters relating to, the Assets, and to review actual operating results in relation to the projections set forth in the Long Term Plan. For any of the foregoing meetings that require Manager’s representatives to travel, Owner shall pay all travel, lodging, food and other expenses of such representatives incurred in traveling to, staying at, and returning from the location of any such meeting.

(c)

Manager shall prepare and submit to Owner, by no later than the twenty-fifth (25th) day of each month, regular monthly reports for the prior month of its activities on behalf of Owner for examination and review by Owner, which reports shall be in form and substance reasonably satisfactory to Owner.

Duty of Care . Manager shall carry out its obligations hereunder in accordance with such asset management standards as are customarily employed by similar asset managers managing comparable portfolios for others under similar terms and conditions.

Expenses . All expenses incurred by Manager on behalf of Owner hereunder shall be paid by Owner, in strict accordance with the applicable Long Term Plan, or as otherwise approved by Owner. In no event shall Manager be obligated to pay any expenses related to the Assets. If Manager, in its sole discretion, shall elect to pay any expenses, Owner shall reimburse Manager as set forth in the applicable Long Term Plan.

Ancillary Services; Payment for Services .

(a)

Manager may, but is not required to, perform certain additional services on behalf of Owner, including, without limitation, the following: financial accounting and reporting; tax accounting, preparation and reporting; treasury, including, but not limited to, acting as a cash agent; risk management; legal and compliance; record keeping; and operating company oversight (“Ancillary Services”). Such Ancillary Services shall be performed in a commercially reasonable manner and on a competitive basis.

(b)

Manager Services and Ancillary Services will be charged at 110% of Manager’s costs thereof or at 110% of the hourly billing rates of individuals performing such services using actual time incurred, as applicable. Owner agrees to pay Manager promptly upon receipt of each invoice or other request for payment submitted by Manager for Manager Services and Ancillary Services rendered, and for expenses incurred as provided in this Agreement

[INTENTIONALLY RESERVED]

Term; Termination .

(a)

This Agreement shall be effective as of the date first above written. This Agreement shall be terminable by Manager or Owner and/or the Fund upon thirty (30) days’ notice from one to the others for any reason or no reason whatsoever.

(b)

Upon expiration or termination of this Agreement for any reason, (i) Manager shall deliver to Owner, or its nominee (A) all books, documents, records, materials, supplies, and funds in its possession belonging to Owner or received by Manager pursuant to the terms of this Agreement and (B) a statement of expenses incurred by, and other amounts payable to, Manager pursuant to this Agreement as of the date of termination, and (ii) not later than fifteen (15) days following the date of termination, Owner shall pay to Manager in full all amounts due Manager as of such date of termination.

(c)

Termination of this Agreement shall not release Manager or Owner, as the case may be, from liability for failure to perform any of the duties or obligations of Manager or Owner, as the case may be, under this Agreement that have accrued as of the date termination.

Confidentiality . Each Party shall maintain in confidence the facts and terms of this Agreement and all other information received from the other Party that is identified in writing at the time of delivery as being confidential; provided, however, that each Party may disclose such information (a) to its and its affiliates’ directors, officers, employees, or agents (it being understood that they shall be informed by such Party of the confidential nature of such information and that such Party shall cause them to treat such information confidentially); (b) if required to do so by applicable laws, rules, regulations, or orders; (c) if such information becomes part of the public domain; or (d) if such information otherwise was or becomes available to such Party on a non-confidential basis, provided that the source of such information was not known by such Party to be bound by a confidentiality obligation.

Representations and Warranties . Each Party represents and warrants to the other that, as of the date hereof:

(a)

It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation. It has all requisite power and authority to enter into and to perform its obligations under this Agreement.

(b)

Its execution, delivery, and performance of this Agreement have been duly authorized and do not and will not (i) violate any law, rule, regulation, order, or decree applicable to it or (ii) violate its organizational documents.

(c)

This Agreement is a legal and binding obligation, enforceable against it in accordance with its terms, except to the extent enforceability is modified by bankruptcy, reorganization, and other similar laws affecting the rights of creditors generally and by general principles of equity.

(d)

There is no litigation pending or, to the best of its knowledge, threatened to which it is a party that, if adversely determined, would have material adverse effect on the transactions contemplated in this Agreement or its financial condition, prospects, or business.

10.

No Assignment . Neither Party may assign any of its rights, duties or obligations under this Agreement without the prior written consent of the other Party.

11.

Governing Law; Dispute Resolution .

(a)

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

(b)

The Parties shall attempt in good faith to resolve any dispute or difference of any kind whatsoever between the Parties or any of their affiliates arising out of or in connection with or in relation to this Agreement, including any claims arising out of or relating to this Agreement, whether in contract, tort, statutory, or otherwise, and including any claims regarding the existence, scope, validity, breach, or termination of this Agreement (each, a “Dispute”), by mutual agreement.

(c)

If any Dispute cannot be resolved by mutual agreement, the Dispute shall be finally settled by arbitration pursuant to the procedures set forth in this Section 11.

(d)

The arbitral tribunal (the “Tribunal”’) shall be composed of three (3) arbitrators. Manager and Owner shall each appoint an arbitrator within thirty (30) days of the date of a request to initiate arbitration, and the two (2) appointed arbitrators shall then jointly appoint a third arbitrator within thirty (30) days of the appointment of the second arbitrator, to act as chairman of the Tribunal. Arbitrators not appointed within the time limits set forth in the preceding sentence shall be appointed by the American Arbitration Association at the request of either Owner or Manager.

(e)

The arbitration shall be conducted in accordance with the then-existing Rules of Arbitration (the “Rules”) of the American Arbitration Association. The arbitration shall take place in Dallas, Texas and be conducted in the English language. The Tribunal shall apply the substantive law of Texas (exclusive of choice of law principles) in resolving the Dispute. Issues relating to the conduct of the arbitration and enforcement of any award shall be governed by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and, to the extent applicable, the Federal Arbitration Act, 9 U.S.C. §§ 1-16. The American Arbitration Association shall not serve as administrator of the arbitration; its sole function shall be to appoint arbitrators not appointed within the time limits as set forth in Section 11(d).

(f)

Any monetary award shall be in United States dollars. The award of the Tribunal shall be kept confidential, and no Party shall disclose the award or the substance of the award or any portion thereof to any other person or entity, except to the extent necessary to comply with any applicable law, regulation, or order of any court, agency, or regulatory authority, or to make appropriate filings with any stock exchange or in court proceedings relating to any application concerning the award that is made by any party; provided, however, that the award may be disclosed to any affiliate, shareholder, member, or lender of any Party to the arbitration if such affiliate, shareholder, member, or lender agrees to maintain the confidentiality of the award to the extent required by this Section 11

(f).

The arbitrator shall not have the authority to award punitive, special, exemplary, incidental, indirect, or consequential damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar law, or any other legal or equitable principle.

(g)

The award rendered and any arbitration commenced hereunder shall be final and binding upon the Parties, and a judgment thereon may be entered in any court having jurisdiction for its enforcement

(h)

The obligation to arbitrate under this Section 11 is binding on the Parties and their affiliates, successors, and assigns. For purposes of appointing arbitrators, any Party and its affiliates, successors, and assigns shall jointly appoint such Party’s arbitrator. Each Party agrees that, failing mutual agreement In accordance with Section 11(b), arbitration under this Section 11 is the exclusive method for resolving any Dispute and that such Party and its affiliates will not commence any action or proceeding concerning a Dispute, except to enforce the award or to compel arbitration.

12.

No Partnership or General Agency . The relationship between the Parties is that of independent contractors solely as set forth herein, and each Party shall be responsible only for its obligations as set forth herein. It is not the intention of the Parties to render the Parties liable as partners, associates, or joint venturers or to create a partnership, joint venture or other association. The liability of the Parties hereunder to third parties shall be several and not joint or collective. Except as specifically otherwise provided herein or agreed in writing, Manager (i) is not an agent or representative of Owner and (ii) shall not have, and shall not represent itself as having or allow any of its employees, officers, directors, agents, or representatives to represent that it or any of them has, any authority to commit Owner by negotiation or otherwise to any contract, agreement., or other legal commitment in the name of, or otherwise binding on, Owner, or to pledge or extend its credit. Notwithstanding the above, Owner authorizes and appoints Manager, or any of its affiliates, to act as servicer of any Asset owned by Owner, and authorizes Manager, or such affiliate, to perform, in accordance with any applicable Plan, such services and functions, including entering into negotiations with any third-party borrower, lender, or agent, as may be desirable to be performed in connection with the resolution or settlement of any such asset.

13.

Employees and Independent Contractors . Manager shall be responsible for its employees and shall use reasonable care in selecting and supervising independent contractors. All matters pertaining to the employment, supervision, compensation, promotion, and discharge of Manager’s employees are the responsibility of Manager, and Manager shall be liable to such employees for their compensation (in whatever form or amount such compensation may be). Owner shall never be the employer of such employees, nor shall Owner ever be directly responsible for their compensation. Manager shall comply with all applicable laws and regulations relating to workmen’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related matters. Manager shall be responsible for negotiating the terms of contracts with and overseeing the performance of contractors.

14.

Compliance with Laws . Manager shall comply with all applicable laws, including but not limited to the U.S. Foreign Corrupt Practices Act, in connection with this Agreement. Without limiting the foregoing, Manager agrees not to pay or promise to pay or give or promise to give anything of value, either directly or indirectly, to any person for the purpose of illegally or improperly inducing that person to take any action or to omit to take any action in connection with this Agreement. Manager warrants and represents to Owner that, prior to the execution of this Agreement; it has not taken or omitted to take any action with respect to this Agreement if such act or omission would have violated the U.S. Foreign Corrupt Practices Act.

15.

No Consequential Damages . Under no circumstances, whether based on contract, warranty, negligence, strict liability, or otherwise, shall either Party be liable for any consequential, indirect, incidental; or punitive damages of any kind or character, including, but not limited to, loss of profits or revenues, loss of product, loss of use, cost of capital, and the like, arising out of or related to any performance under or breach of this Agreement The Parties specifically acknowledge that the benefits each Party contemplates deriving from the provisions of this Agreement reflect such allocation of risk and limitation of liabilities.

16.

Exculpation . Manager and each of its shareholders, consultants, agents, members, officers, directors, partners, and employees (collectively, “Covered Persons”) shall not be liable for any losses, claims, damages, or liabilities arising from any act performed or omitted by any Covered Person in connection with this Agreement, except any such losses, claims, damages, or liabilities that are caused by the fraud, gross negligence, or willful misconduct of such Covered Person.

17.

Indemnification .

(a)

Owner, to the fullest extent permitted by law, shall indemnify, defend, and hold harmless each Covered Person from and against any and all losses, claims, damages, or liabilities of any nature whatsoever, including legal fees and other expenses reasonably incurred, arising out of or in connection with the management and disposition of the Assets, any duty of Manager hereunder, or any action taken or omitted by any such Covered Person by or on behalf of Owner pursuant to authority granted by this Agreement, even if any such losses, claims, damages, or liabilities arc caused in whole or in part by the negligence of such Covered Person. This indemnification does not apply to the extent any such losses, claims, damages, or liabilities are caused by the fraud, gross negligence. or willful misconduct of any Covered Person. In the event that any Covered Person becomes involved in any capacity in any suit, action, proceeding, or investigation in connection with any matter arising out of or in connection with the management and disposition of the Assets, any duty of Manager hereunder, or any action taken or omitted by such Covered Person pursuant to authority granted by this Agreement, Owner shall, within twenty (20) days after submission of a request for reimbursement, reimburse such Covered Person for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith.

(b)

Promptly after a Covered Person receives notice of the commencement of any action or other proceeding in respect of which indemnification may be sought hereunder, such Covered Person shall notify Owner thereof; provided, that the failure to do so shall not relieve Owner from any obligation hereunder unless, and only to the extent that, such failure results in Owner’s forfeiture of substantive rights or defenses.

18.

Further Assurances . Each Party agrees to execute and deliver such additional documents and to take such additional actions as may be necessary or appropriate to effect the provisions of this Agreement and all transactions contemplated hereby.

19.

Entire Agreement . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written or oral understandings or agreements between the Parties.

20.

Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties and, with respect to Sections 16 and 17, the Covered Persons, and their respective successors and assigns, and this Agreement shall not otherwise be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action, or other right.

21.

Severability . If any provision of this Agreement is prohibited by applicable law, the Parties shall amend such provision to the extent (and only to the extent) necessary to comply with such law. Subject to the preceding sentence, if any provision of this Agreement or the application thereof to either Party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

22.

Notices . All notices, requests, and demands to or upon the respective Parties and the Fund hereto shall be effective in writing (including by facsimile, telex, or cable communication) and shall be deemed to have been duly given or made when delivered by hand, in the case of facsimile, telex, or cable communication upon being sent (provided that, in the case of facsimile and telex communications, electronic confirmation of delivery of such communication is received by the Party upon sending such communication), two (2) days after having been deposited with a reputable international overnight courier service, or, if sent within the United States, three (3) days after being deposited in the United States mail, certified or registered, postage prepaid. Notices shall be sent to the following addresses or such other address as may be substituted by giving the other Party and the Fund, as applicable, not fewer than five (5) days’ advance written notice of such change of address:

If to Owner, to:

CONTINENTAL BUILDING PRODUCTS LLC

2711 N. Haskell, Suite 1700

Dallas, Texas, 75204

Attention: President

Fax: (214) 754-8301

If to Manager to:

HUDSON AMERICAS LLC

2711 N. Haskell, Suite 1800

Dallas, Texas, 75204

Attention: President

Fax: (214) 754-8301

If to the Fund:

Lone Star Fund VIII (U.S.), L.P.

2711 N. Haskell, Suite 1700

Dallas, Texas 75204

Attention: General Partner

Fax: 214-754-8301

23.

Amendment . An amendment or modification of this Agreement shall be effective or binding on a Party only if it is in writing and signed by that Party.

24.

Survival . Any provision that, by its nature, is intended to survive the termination of this Agreement shall survive such termination.

25.

Waiver . Any waiver, express or implied, by a Party of any right under this Agreement or of any breach by the other Party shall not constitute or be deemed a waiver of any other right or any other breach, whether of a similar or dissimilar nature to the right or breach being waived. A waiver of a Party’s rights under this Agreement, including with respect to another party’s breach, shall be effective only if that Party agrees in writing.

26.

Heading . The headings contained in this Agreement is for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement

27.

Binding Effect . Subject to the restrictions on assignment set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the undersigned Parties and their respective legal representatives, successors, and permitted assigns. Whenever this Agreement refers to any Party, such reference shall be deemed to include the legal representatives, successors, and permitted assigns of such Party.

28.

Intention of Parties to Act Reasonably . Owner and Manager hereby acknowledge and agree that they will act reasonably in implementing the provisions of this Agreement and in the management and disposition of the Assets.

29.

Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute and deliver this Agreement effective as of the Effective Date.


HUDSON AMERICAS LLC, a Delaware limited liability company

By:		/s/ Tara Dubois
Name:		Tara Dubois
Title:		Director


CONTINENTAL BUILDING PRODUCTS LLC, a Delaware limited liability company

By:		/s/ Kyle Volluz
Name:		Kyle Volluz
Title:		Vice President


LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership, hereby joins in the execution of this Agreement to evidence its agreement to the provisions of Section 7(a) hereof.

LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership

By: Lone Star Partners VIII, L.P., its general partner

By: Lone Star Management Co. VIII, Ltd., its general partner

By:		/s/ Stewart L. Motley
Name:		Stewart L. Motley
Title:		Vice President

Exhibit 10.2

Certain confidential information has been omitted from this Exhibit 10.2 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.2 where the omitted information appeared in the original.

SYNTHETIC GYPSUM SUPPLY AGREEMENT

This Agreement is entered into this 11th day of December, 2007 (“Effective Date”) by and between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”) and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”) for the supply and purchase of synthetic Gypsum materials (“Agreement”).

SynMat will install and operate equipment at facilities located at the Morgantown and Chalk Point power stations operated by Mirant Corporation, (collectively referred to as “SynMat’s Facilities”) to convert scrubber spent shiny into synthetic Gypsum, a useful product, the specifications for which are more particularly described in Exhibit A (“Gypsum”). SynMat wishes to sell Gypsum to Lafarge, and Lafarge wishes to purchase Gypsum from SynMat, and will use it to produce wallboard and other Gypsum-related products at its facilities (“Lafarge Plants”), and not to sell to a third party.

1.	Purchase of Minimum and Maximum Amounts of Gypsum

A. SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat’s Facilities, Gypsum in the total amount of a minimum of * * * up to a maximum of the total production of SynMat’s Facilities which is expected to be * * * Gypsum, which complies with the requirements set forth in Exhibit A, per contract year during the Supply Term of the Agreement. For purposes of calculating the minimum and maximum tons of wet weight Gypsum to be supplied by SynMat and purchased by Lafarge under the Agreement, Gypsum which does not meet the specifications set forth in Exhibit A shall not be included in such calculations. For each contract year of the Supply Term, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat’s Facilities, an amount equal to at least * * * of the requirements for Gypsum at Lafarge’s Buchanan Plant, unless otherwise mutually agreed to by Lafarge and SynMat.

B. By December 1st preceding each contract year of the Supply Term, Lafarge will notify SynMat in writing of the quantity of wet tons to be purchased for such contract year (the “Nominated Quantity”), within the parameters set forth in Section 1.A. above. For that particular contract year of the Supply Term, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount of a minimum of * * * Gypsum below the Nominated Quantity and a maximum of * * * Gypsum above the Nominated Quantity, as long as such Nominated Quantity and the relevant minimum and maximum amounts are within the parameters set in Section 1.A. Lafarge will not be required to take Gypsum above the Nominated Quantity if it does not have adequate Gypsum storage space available. All quantities of Gypsum will be approximately evenly spread throughout the year.

C. If SynMat fails to deliver up to the maximum amount of Gypsum set forth in Section 1.B., and SynMat’s failure to deliver is not due to an Excusable Event as defined in Section 10, SynMat will pay to Lafarge damages of * * * for the difference in the amount actually delivered and the amount ordered by Lafarge. (The amount ordered by Lafarge cannot exceed the maximum amount set forth in Section 1.B., and such orders will be placed at least three months in advance of the requested ship date.) Such damages shall be paid to Lafarge within thirty (30) days following Lafarge’s invoice for such damages following the end of each contract year of the Supply Term.

D. If the amount of Gypsum which SynMat is capable of delivering to Lafarge in any contract year from SynMat’s Facilities exceeds the maximum amount set forth above, and is unsold, Lafarge may accept or decline to receive the overage in its sole discretion. If Lafarge accepts the overage, the terms of this Agreement shall apply to the supply and purchase of such overage amounts.

E. Lafarge agrees to accept and pay for all Gypsum that is received by Lafarge. If Lafarge fails to accept Gypsum in amounts at least equal to the minimum amount stated in Section 1.B., and Lafarge’s failure is not due to an Excusable Event, as defined in Section 10, Lafarge shall pay to SynMat damages of * * * for the difference in the amount actually delivered and the minimum amount set forth in Section 1.B. Lafarge shall pay such damages within thirty (30) days following receipt of SynMat’s invoice for such damages following the end of each contract year of the Supply Term. In addition, Lafarge has the first option to purchase any amounts in excess of the maximum amounts stated in Section 1.A. or 1.B. if any Gypsum remains unsold.

F. Nothing herein shall affect the validity of Section 13.

G. The damages payable by SynMat under Section 1.C. shall be the sole remedy of Lafarge for SynMat’s failure to deliver the minimum amounts of Gypsum contained in Section 1.B. The damages payable by Lafarge under Section 1.E. shall be the sole remedy of SynMat for Lafarge’s failure to take the maximum amounts of Gypsum contained in Section 1.B.

2.	Gypsum Specifications

Gypsum shall meet each of the specifications set forth in Exhibit “A” attached hereto. Gypsum shall be sampled at loadport (Morgantown) in accordance with ASTM C 22/C 22M sampling protocols, and its compliance with the specifications of Exhibit “A shall be tested and documented, in accordance with the protocols set forth in Exhibit A. Sampling and testing shall be at SynMat’s expense. SynMat agrees to provide to Lafarge’s designated person a Certificate Of Analysis for all specifications so designated in Exhibit A for each shipment within 24 hours of the day of shipment.

3.	Non-Conforming Gypsum

Lafarge may reject or accept, in its sole discretion, any Gypsum that fails to meet one or more of the specifications in Exhibit A offered to it by SynMat. If Lafarge accepts the Non-Conforming Gypsum, the Parties shall mutually agree in writing on price and delivery terms.

4.	Delivery

A. All deliveries of Gypsum shall be F.O.B SynMat’s Facilities (Morgantown loadport), loaded into barges specified by Lafarge, according to schedules worked out between the parties. The risk of loss will pass to Lafarge upon loading. Lafarge may reallocate such risk of loss in a separate agreement between Lafarge and the entity providing transportation of the barges to Lafarge’s designated final location but such reallocation shall not affect SynMat. SynMat will provide a point-of-contact at loadport with whom the entity providing transportation shall coordinate arrivals and departures. SynMat shall furnish Lafarge a certificate of weight determined by draft survey conducted at loadport for each shipment. Such weight will be used for invoicing by SynMat. Lafarge shall be given facsimile or email notice of each barge’s departure from Morgantown

B. SynMat shall load Lafarge’s barge, spout trimmed only, at the rate of at least * * * each weather working day, Sundays and Holidays excluded. Laytime shall commence one hour after the barge is safely secured to SynMat’s dock with hatch covers open or removed, with the holds ready to receive cargo. Hatch covers on the barges, either removing or covering, are not the responsibility of SynMat. SynMat will have 24 hours laytime to load each barge. Each calendar Quarter (commencing July 1, 2010) the actual total loading laytime for the Quarter will be compared to the number of loadings times 24 hours (“Allowed Laytime”). SynMat will pay Lafarge at the rate of * * * for each hour the actual total loading laytime for the Quarter exceeds the Allowed Laytime. SynMat will pay Lafarge the amount due within 30 days of the end of the Quarter.

Term

A. As provided in Section 1, SynMat shall supply Gypsum to Lafarge for a * * *, beginning on July 1, 2010 (the “Supply Term”). The Supply Term may be extended by either Party for * * * of * * * (“each Renewal Supply Term”) by either Party providing notice in writing to the other Party of its intent to renew the Agreement at least * * * before the expiration of the initial Supply Term, or any Renewal Supply Term, if applicable. Such renewal is conditioned on the Parties’ ability to agree, following good faith negotiations, on the price of the Gypsum to apply during the Renewal Supply Term.

B. The Term of this Agreement shall begin on the Effective date and end at the conclusion of the Supply Term, or any Renewal Supply Term(s) (“Term”). Lafarge shall purchase any Gypsum produced by SynMat’s facilities prior to July 1, 2010, at the price effective July 1, 2010. If Lafarge purchases Gypsum prior to July 1, 2010, the tonnage amount will not be included in the tonnage requirements of the first contract year of the Supply Term.

Price

A. Lafarge shall pay SynMat a Base Price of * * *, subject to an annual adjustment on July 1st of each year starting July 1, 2011, for Gypsum loaded into barges at the loading dock at the Morgantown power station. The annual adjustment will be calculated * * *. In no event shall the price increase or decrease more than * * * compared to the prior year. During the Term of this Agreement the Adjusted Price shall never be less than the initial Base Price.

B. Lafarge will purchase and accept deliveries of Gypsum if it contains no less than * * * moisture, no more than * * * moisture, and if the Gypsum otherwise meets the specifications set forth in Exhibit A. The moisture content shall be determined from the average moisture for each shipment. If the average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Lafarge shall be entitled to a gypsum price discount equal to:


Moisture Content		Discount
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *

C. If the average moisture content is * * * or less, rounded to the nearest one-tenth of a percentage point, SynMat shall be entitled to a moisture removal incentive as follows:


Moisture Content		Incentive
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *

D. If, within twenty (20) days after Lafarge has taken title to what it believed was Gypsum meeting each of the specifications set forth in Exhibit “A”, Lafarge determines that the gypsum was Non-Conforming Gypsum at the time it took title, then Lafarge shall immediately notify SynMat. SynMat shall, within thirty (30) days of notification by Lafarge, have the right to (1) propose a price adjustment or alternative solution or (2) remove the Non-Complying Gypsum from the Lafarge Plant at SynMat’s cost.

7.	Authority to Enter into Agreement

Each party represents that it has the authority and has secured the approvals necessary to enter into this Agreement, that the Agreement is binding, and that the terms of this Agreement do not conflict with any other agreements.

8.	Warranty

Subject to Lafarge’s right to reject Non-Conforming Gypsum in accordance with Section 3, SynMat warrants that it will take commercially reasonable steps to ensure that the Gypsum will comply with the specifications and testing protocols contained in Section 2 and in Exhibit “A”. In addition, SynMat warrants that it will have, at all times during the Term of this Agreement, good and marketable title to the Gypsum delivered hereunder, and that upon delivery of the Gypsum at the F.O.B. point, title thereto shall pass to Lafarge free and clear of all liens and encumbrances.

THE FOREGOING EXPRESS WARRANTIES SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.	Confidentiality

The parties may not disclose the terms of this Agreement to third parties, except that the parties may disclose such terms as may be required by applicable law, rule, regulation or court or administrative order, including those of environmental, tax and utility regulatory or other governmental bodies, provided they seek in good faith protection of such information under the laws and regulations applicable to such regulatory body. Under such conditions, the disclosing party is required to give the other party thirty (30) days prior written notice.

10.

Force Majeure

A. Neither SynMat nor Lafarge shall be liable to the other for any delay or failure in the performance of its obligations under this Agreement when the delay or failure in performance results from causes which are beyond its reasonable control, including but not limited to fires, floods, earthquakes, tornadoes, strikes and labor disturbances, acts of God; acts of governmental authorities, inability beyond a party’s reasonable control to obtain necessary materials, fuel or energy; interruptions or curtailments of supply from the power stations at which Synmat’s Facilities are located, wrecks or delays in transportation; riots, civil disturbances or insurrection; embargoes; unplanned SynMat Facilities or unplanned Lafarge plant outages, or the inability following good faith efforts to obtain or maintain necessary permits, licenses, authorizations or approvals (“Excusable Event”), provided that the notice requirement of Section 10.B. is satisfied.

B. The party whose performance of its obligations hereunder is adversely affected by an Excusable Event (the “Affected Party”) shall promptly notify the other party of the beginning of an Excusable Event, and confirm the notice in writing within Five (5) working days of the event. The notice shall contain a detailed account of the Excusable Event, including the cause of the Excusable Event, an estimate of the duration of any delay, an estimate of the Excusable Event’s impact to the Affected Party’s performance, and the plan to mitigate the effects of the Excusable Event.

C. In the event that a delay or failure in performance hereunder is an Excusable Event as defined in Section 10.A, if the Affected Party is SynMat, it shall receive a reduction in the minimum amounts required to be sold and delivered in Sections 1.B. of * * * times the number of days of the Excusable Event occurring during the applicable period. If the Affected Party is Lafarge, it shall receive a reduction in the maximum amounts required to be purchased and taken in Sections 1.B. of * * * times the number of days of the Excusable Event occurring during the applicable period.

11.

Compliance with Laws

A. Each party shall perform its obligations under this Agreement in accordance with all applicable federal, state, county, municipal and local laws, ordinances and regulations. Lafarge represents that it is a sophisticated user of Gypsum, it is aware of the unregulated elements and materials which may be contained in Gypsum, and it agrees to comply with all applicable laws and regulations which protect its employees, third parties, consumers and the environment relating to the use of the Gypsum to be delivered hereunder.

B. Each party shall promptly seek, and shall use its good faith efforts to obtain, at its own expense, all permits, approvals, authorizations and licenses which it requires in order to carry out its obligations hereunder. Once obtained, each party shall, at its own expense, use its good faith efforts to maintain in full force and effect throughout the term of this Agreement all such permits, approvals, authorizations and licenses obtained by it.

C. Each party agrees to hold harmless and indemnify the other party from all costs, expenses, judgments, fines, and penalties, including reasonable attorneys’ fees, arising out of the indemnifying party’s failure to comply with the terms of Section 11.A.

12.

Indemnification

A. Subject to Section 13 herein, Lafarge shall hold harmless and indemnify SynMat for all costs, losses, liabilities, expenses, suits, actions, claims, damages and all other obligations ,and proceedings whatsoever, including without limitation, all judgments rendered against and all fines and penalties imposed upon SynMat, and any reasonable attorneys’ fees and any other costs of litigation (hereinafter referred to as “Liabilities”) arising out of Lafarge’s use, storage, discharge, or transportation of the Gypsum supplied under this Agreement except such liabilities for which SynMat is responsible under Section 12.B.

B. Subject to Section 13 herein, SynMat will hold harmless and indemnify Lafarge for all costs, losses, liabilities, expenses, suits, actions, claims, damages, and all other obligations and proceedings whatsoever, including without limitation, all judgments rendered against and all fines and penalties imposed upon Lafarge, and any reasonable attorneys’ fees and any other costs of litigation (hereafter referred to as “Liabilities”) arising out of injury to or death of persons and damage to property or environmental cleanup, response, damage, or other associated costs to the extent arising out of and caused by the production and delivery of the Gypsum by SynMat during the term of this Agreement except such liabilities for which Lafarge is responsible under Section 1 2.A.

13.

Limitation of Liability

In no event shall SynMat or Lafarge be liable to the other for any incidental, special, indirect, punitive or consequential damages, including loss of profits or revenues or the loss of use of either; loss by reason of plant shut down or inability to operate at rated capacity, increased expense of operation of plant or equipment; increased cost of purchasing or providing equipment, materials, supplies or services outside the parties’ scope of supply; cost of replacement power, raw materials or capital, claims of a party’s customers, or inventory charges.

14.

Termination

If any one of SynMat or Lafarge files a petition in bankruptcy, or if its creditors file an involuntary petition in bankruptcy, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if it commits repeated or material violations of applicable safety laws, rules, or regulations, or if it otherwise commits a material breach of this Agreement; such party shall be in default under this Agreement, and, upon the occurrence of such default, the other party may, without prejudice to any other right or remedy, and after giving the defaulting party thirty (30) days written notice of the default and opportunity to cure, terminate this Agreement. This Agreement shall not be so terminated if the defaulting party has cured the default, or submitted a plan for curing the default that is reasonably acceptable to the other party, within thirty (30) days of receiving notice of the default. If the defaulting party fails to remedy the default as set forth in the plan, the other party may terminate the Agreement without further notice and without prejudice to any right or remedy available to it.

15.

Payment

SynMat shall invoice Lafarge for the total amount of Gypsum delivered with each shipment, including deductions and additions for adjustments required by the Agreement. Lafarge shall pay by check or other mutually agreeable means such invoices within * * * from the receipt date of such invoice. Each invoice must clearly show the complete Purchase Order number provided by Lafarge. Invoices without the proper Purchase Order number will not be considered received.

16.

Notice

Notices shall be in writing and shall be given to the representative designated to receive the same below, by personal delivery, by U.S. mail, return receipt requested, by overnight courier, or by facsimile, properly addressed to such representative. All notices shall be effective upon receipt, or upon such later date following receipt as is set forth in the notice. Any party may, by written notice, change the representative or the address to which its notices are to be sent.


To SynMat:		Synthetic Materials
		244 Old Highway 149
		PO Box 87
		Cumberland City, TN 37050
		Attn: President
		Tel. No. 931-827-4075
		Facsimile No. 931-827-4125

To Lafarge:		Lafarge North America Inc.
		12950 Worldgate Dr., Suite 400
		Herndon, VA 20170
		Attn: Gypsum Director of Purchasing
		Tel. No. 703-480-3600
		Facsimile No. 703-796-9515

17.

Insurance

A. SynMat shall obtain and maintain throughout the Term of this Agreement the following policies of insurance:

(1) Commercial and Marine General Liability Insurance, including Wharfinger’s, landing owner’s, and stevedoring, covering SynMat’s obligations under this Agreement with limits of liability of not less than $2,000,000.00. Lafarge shall be named as additional insured and provided with a waiver of subrogation under this policy and the policies shall be provided on an occurrence form.

(2) Other Coverage. Statutory workers’ compensation and employer’s liability with coverage for longshoremen’s and harborworkers’ and/or Jones Act coverage, as required by law; commercial general liability and umbrella excess liability policies in amounts not less than $2,000,000 per occurrence/accident and in the aggregate. With respect to the workers’ compensation, employer’s liability with coverage for longshoremen’s and harborworkers’, and/or Jones Act coverage, Lafarge will be provided with a waiver of subrogation. SynMat may elect to obtain other insurance policies they deem to be prudent.

(3) The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self insured. Certificates of insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to Lafarge prior to the commencement of the delivery of Gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to Lafarge. SynMat shall pay all premiums and other costs of insurance required by this Section 17.A. These insurance requirements may be covered by umbrella policies of insurance or by self-insurance maintained by SynMat. SynMat’s insurance or self-insurance shall be primary and non-contributory to any insurance, self-insurance or deductible insurance policies of Lafarge.

B. Lafarge shall obtain and maintain, or with respect to subsections 2, and 3 of this Section 17.B., shall require its barge providers to obtain and maintain, throughout the term of this Agreement the following policies of insurance, in amounts not less than Two Million Dollars ($2,000,000.00) per occurrence and in the aggregate:

(1) Hull Insurance. A policy of hull insurance insuring the barges to be provided by Lafarge or their contractor for the perils insured by the Taylor Form 1953 (Rev. 70) as amended, or its equivalent, including strikes, riots and civil commotion and excluding collision liability.

(2) Protection and Indemnity Insurance. A policy of protection and indemnity insurance applicable to any and all vessels used pursuant to this agreement and subject to P.I. 1955 Form SP 38 as amended, or its equivalent, including collision liability, American Institute Pollution Exclusion Clause and Buy Back Endorsement A (July 4, 1976).

(3) Excess Protection and Indemnity Insurance. A policy of excess protection and indemnity insurance in excess of primary protection and indemnity insurance, including excess of primary collision/towers liability and pollution buy back endorsement.

(4) Other Coverage. Policies covering other risks in such amounts as deemed prudent by Lafarge, including commercial general liability and umbrella excess liability policies in amounts not less than $2,000,000 per occurrence/accident and in the aggregate. General Liability and excess liability policies shall be provided on an “occurrence” basis and provide for such coverage to be primary to any liability policies of SynMat.

(5) The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self-insured. Certificates of Insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to SynMat prior to the commencement of the delivery of Gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to SynMat. Lafarge shall pay all premiums and other costs of insurance required by this Section 17.B. These insurance requirements may be covered by umbrella policies of insurance or by self-insurance maintained by Lafarge. Lafarge insurance shall be primary and non-contributory to any insurance, self-insurance or deductible insurance policies of SynMat.

18.

Taxes

The price payable hereunder is exclusive of sales tax. Lafarge shall be liable for the payment of all sales tax based on the purchase of Gypsum. If applicable, Lafarge shall provide SynMat with a tax-exempt certificate.

19.

Miscellaneous

A. SynMat and Lafarge shall waive subrogation against each other under their insurance policies.

B. In the event that any of the provisions, or portions thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof shall not be affected thereby.

C. The waiver by either party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.

D. This Agreement may not be assigned to a third party, other than an affiliated company or a successor in interest to the business of the assignor, without the written consent of the other party, which consent shall not be unreasonably withheld. This Agreement shall be binding on the successors and assigns of the parties.

E. Sections 1.G., 8, 9, 11, 12, 13, 16, 18, and 19.G. shall survive the termination of this Agreement.

F. In the event a dispute arises regarding the interpretation of or performance under this Agreement, which cannot be resolved by communications between the persons listed in Section 16, then each party shall have the right to request in writing a meeting to occur within Five (5) business days of the receipt of such written request, between the next level of management for SynMat and Lafarge. Such meeting may occur in person, telephonically, or by any other method mutually agreeable to SynMat and Lafarge.

G. If clause F. does not resolve the situation then the parties shall proceed to arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. Such award shall be binding on all parties and unappealable. The arbitration, conducted in English, shall be held in Baltimore, Maryland, United States of America.

H. The rights and obligations of the parties arising out of this Agreement shall be governed in all respects by the laws of the State of Maryland. The parties agree that the arbitration award above may be enforced in the courts in the State of Maryland. The parties agree that such courts are convenient forums and irrevocably submit to personal jurisdiction of such Courts.

I. This Agreement constitutes the entire agreement between the parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof.

J. No waiver, alteration, amendment or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the duly authorized representatives of the parties.

K. * * *

The parties have signed this Agreement by their duly authorized representatives effective as of the date first written above.


SYNMAT:
SYNTHETIC MATERIALS

By:		/s/ Sean P. Colgan

Title:		Chairman

Date:		19 December, 2007

LAFARGE:
LAFARGE NORTH AMERICA INC.

By:		Ike Preston

Title:		President LNA Gypsum

Date:		12/26/07

Exhibit A

* * *

Exhibit 10.3

Certain confidential information has been omitted from this Exhibit 10.3 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.3 where the omitted information appeared in the original.

AMENDED AND RESTATED GYPSUM CONTRACT

This Amended and Restated Gypsum Contract (“Contract”) dated June 8, 2005 (“Effective Date”) is between The Cincinnati Gas & Electric Company, an Ohio corporation and operating owner of the Miami Fort Generating Station (“Miami Fort Station”) located in North Bend, Ohio (“CG&E”), and Lafarge North America, Inc., a Maryland corporation (“Lafarge”), and amends and restates the Gypsum Contract dated October 8, 2004 between CG&E and Lafarge. CG&E and Lafarge may be referred to collectively as the “Parties” or individually as a “Party”.

1.	The Transaction:

CG&E wishes to sell dry weight synthetic gypsum which complies with the requirements set forth on Exhibit A (“Complying Gypsum”) from its Miami Fort Station Units 7 and 8 to Lafarge, and Lafarge wishes to purchase synthetic gypsum from CG&E, and will use it to produce wallboard, cement, and other gypsum-related products at Lafarge’s facility in the greater Cincinnati, Ohio area (the “Lafarge Plant”), or elsewhere, and may also resell it to others.

2.	Purchase of Minimum and Maximum Amounts of Gypsum:

Yearly Minimum and Maximum Amounts . The tonnages set forth in this Contract represent the Miami Fort Station’s gypsum production from Units 7 and 8 each being retrofit with a new SO2 scrubber. CG&E shall sell and deliver to Lafarge, and Lafarge shall purchase from CG&E, a minimum of * * * of Complying Gypsum during the * * *, commencing on * * *, and ending * * *. Every successive contract year thereafter will also begin on June 1, and end on May 31 of the following year (“Contract Year”). Beginning with the * * * and continuing for the Term of this Contract, CG&E shall deliver and Lafarge shall purchase a minimum total of * * * of Complying Gypsum each Contract Year.

Beginning with the * * * and continuing for the Term of this Contract, Lafarge shall purchase and CG&E shall sell CG&E’s output up to a maximum of * * * of Complying Gypsum each Contract Year.

For purposes of this Contract, the terms Maximum Amount and Minimum Amounts shall refer to the Complying Gypsum tonnage amounts set forth in the following table.

Contract Year Start:

* * *

Minimum Tons

* * *

Maximum Tons

* * *

Production prior to June 1, 2007 . Lafarge has the first right to purchase any Complying Gypsum produced from the Miami Fort Station prior to June 1, 2007 at the price in effect at the time of purchase under the contract between the Parties for the sale of gypsum from CG&E’s Zimmer Station. If Lafarge accepts this Complying Gypsum, it will be included in the tonnage amounts delivered for the first Contract Year. If Lafarge declines to accept this Complying Gypsum, CG&E has the right to sell to any third party all or a portion of the Complying Gypsum quantity, or dispose of this Complying Gypsum and these quantities will not be included in the first Contract Year delivery total.

During any Contract Year, if CG&E fails to deliver the Minimum Amount of Complying Gypsum, and CG&E’s failure to deliver is not due to a Force Majeure event, as defined in Section 11, CG&E will pay Lafarge damages equal to the number of tons of Complying Gypsum by which CG&E fails to meet the Minimum Amount multiplied by the Contract Price per ton in effect during the period for which CG&E fails to deliver the Minimum Amount. For shortfalls in CG&E’s delivery of the Minimum Amount of Complying Gypsum, such damages shall be credited to Lafarge thirty (30) days following the end of the applicable Contract Year. Such credit shall be carried forward for two (2) months into the next Contract Year. At the end of the two (2) month period, CG&E shall pay Lafarge the balance due on any such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Initial Contract Term, CG&E shall pay any credit owed Lafarge within thirty (30) days.

If the amount of Complying Gypsum CG&E is capable of delivering to Lafarge exceeds the Maximum Amount Lafarge is obligated to purchase under this Contract (“Excess Amount”), Lafarge may accept or decline to receive the Excess Amount at its sole discretion. CG&E shall first offer such Excess Amount to Lafarge and Lafarge must respond within fifteen (15) days. If Lafarge accepts the Excess Amount, the terms of this Contract shall apply to the purchase and sale of such Excess Amount and the Excess Amount will be included in the total tonnage delivered during such applicable Contract Year. If Lafarge declines to accept the Excess Amount of Complying Gypsum, CG&E shall have the right to sell or dispose of the Complying Gypsum in its sole discretion and the quantity will not be included in the tonnage delivered during such applicable Contract Year.

Lafarge must accept and pay for all Complying Gypsum CG&E is able to deliver up to the Maximum Amount. During any Contract Year, if Lafarge fails to accept Complying Gypsum below the Maximum Amount and Lafarge’s failure is not due to Force Majeure, Lafarge shall pay CG&E the then effective Contract Price, up to the Maximum Amount, for the Complying Gypsum that Lafarge fails to take. Lafarge shall pay any amount due pursuant to this Section within thirty (30) days after the end of the applicable Contract Year. Nothing herein shall affect the validity of Section 15.

The damages payable by CG&E under Section 2.C. shall be the sole remedy to Lafarge for CG&E’s failure to deliver the Minimum Amount of Complying

Gypsum. The damages payable by Lafarge under Section 2.E. shall be the sole remedy to CG&E for Lafarge’s failure to take up to the Maximum Amount of Complying Gypsum.

3.	Complying Gypsum:

Complying Gypsum shall meet each of the specifications set forth in Exhibit A. Gypsum shall be sampled by CG&E, and its compliance with the specifications of Exhibit A shall be determined, in accordance with the protocols set forth in Exhibit A, prior to the loading of the gypsum onto Lafarge’s barges or storage of gypsum at CG&E’s site. Sampling shall be at CG&E’s expense. Sampling data will be promptly transmitted electronically, and in any event CG&E shall use commercially reasonable efforts to transmit the data in the same day, to ensure Lafarge is informed of the status of the gypsum quality.

Lafarge will purchase and accept deliveries of, and gypsum will be deemed to be, Complying Gypsum if it contains no less than * * * moisture, no more than * * * moisture, and if the gypsum otherwise meets the specifications set forth in Exhibit A. The moisture content average shall be determined monthly, and the monthly figures shall be weighted on a tonnage basis to calculate the annual average moisture content per ton of Complying Gypsum for each Contract Year. If the annual average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Lafarge shall be entitled to a gypsum price discount equal to:


Moisture Content		Discount

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

Any discount owed to Lafarge shall be credited on the first invoice for the subsequent Contract Year. Such credit shall be carried forward for two months in the subsequent Contract Year. After the two (2) month period, CG&E shall pay Lafarge the balance due on any such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Initial Term, CG&E shall pay any credit owed Lafarge within thirty (30) days.

If the annual average moisture content is * * * or less, rounded to the nearest one-tenth of a percentage point, CG&E shall be entitled to an increased moisture removal incentive as follows:


Moisture Content		Incentive:

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

Any incentive balance owed to CG&E at the completion of a Contract Year shall be added to the first invoice of the subsequent Contract Year. If the amount of the annual incentive exceeds the amount owed by Lafarge to CG&E at the end of the Initial Term, Lafarge shall pay the difference to CG&E within thirty (30) days.

If, within thirty (30) days after Lafarge has taken title to what it believes is Complying Gypsum, Lafarge determines that the gypsum was Non-Complying Gypsum at the time it took title, then Lafarge shall immediately notify CG&E. CG&E shall, within thirty (30) days of notification by Lafarge, have the right to (1) propose a price adjustment or alternative solution or (2) remove the Non-Complying Gypsum from the Lafarge Plant at CG&E’s cost. If CG&E neither proposes a price adjustment nor removes the Non-Complying Gypsum, then CG&E shall reimburse Lafarge for any per ton removal costs and increased production costs incurred by Lafarge. Such reimbursement shall never exceed the applicable per ton Contract Price.

4.	Non-Complying Gypsum:

Lafarge may reject or accept, in its sole discretion any gypsum that fails to meet one or more of the specifications in Exhibit A (“Non-Complying Gypsum”) offered to it by CG&E. If Lafarge accepts the Non-Complying Gypsum, the Parties shall mutually agree in writing on price and delivery terms.

5.	Delivery:

CG&E will deliver Complying Gypsum by loading it onto Lafarge’s covered barges at the Miami Fort Station harbor. CG&E, or designee, will open and close grain doors upon commencement of loading and completion of loading respectively. A belt scale at Miami Fort Station will weigh the gypsum immediately prior to loading on the covered barges. CG&E will test and calibrate the belt scale at least once a month in accordance with the National Institute of Standards and Technology Handbook 44 for belt scales. Lafarge shall have the right to observe the weighing of gypsum, and the testing and calibration of the belt scale. CG&E shall provide advance notice, upon request, to Lafarge of the time and date of the belt scale calibration. In the event that calibration shows the scale used to weigh gypsum to be inaccurate by more than plus or minus one half of one percent (.5%), the inaccuracy shall be presumed to have existed for one-half the number of days since the last time the scale was calibrated, and an adjustment shall be made to the next invoice to reflect the adjustment debit or credit. CG&E shall provide the results of each calibration on the next invoice sent to Lafarge. During any period when CG&E’s belt scale is inoperable, the Parties shall mutually agree to a procedure for determining the quantity of the gypsum delivered.

All of Lafarge’s barges entering the Miami Fort Station harbor shall be seaworthy, in good operating condition and repair, and in compliance with all applicable laws. CG&E will maintain the Miami Fort Station harbor to accommodate at least * * * deep draft jumbo barges. When CG&E dredges the Miami Fort Station harbor in the normal course of maintaining it, CG&E will dredge to a depth to accommodate deep draft jumbo barges. CG&E may reject any barges that contain free water in the cargo hold and will give Lafarge customary notice of such rejection. CG&E shall give Lafarge customary notice of the number of barges they expect will be required to remove Complying Gypsum the following day. In accordance with such notice, Lafarge must provide a sufficient number of barges to transport all of the Complying Gypsum delivered under this Contract on a timely basis. CG&E shall provide space at the Miami Fort Station harbor for a maximum of * * * deep draft jumbo barges at any time.

Upon three (3) days notice to CG&E, Lafarge shall have the right to require CG&E to load Complying Gypsum onto trucks that are supplied by Lafarge. The Miami Fort Station’s loading hours for trucks is Monday through Friday 6 AM to 5 PM, with a limit of fifty trucks per day. Any loading of trucks outside of this time frame shall be done only upon mutual agreement of the Parties. A certified truck scale will be used to determine the net weight of the gypsum promptly after loading on a truck. Complying Gypsum loaded onto trucks will incur an additional truck-loading fee of * * * (escalated in the manner set forth in Section 13.B) paid by Lafarge to CG&E to offset the additional labor and equipment needed for truck loading operations instead of loading barges.

By mutual agreement of the Parties, Lafarge shall have the right to require CG&E to load Complying Gypsum on to railcars supplied by Lafarge. The terms of the railcar loading shall be negotiated at the time the Parties agree on using this method of transportation.

If Lafarge elects to purchase and take Non-Complying Gypsum, CG&E will deliver the Non-Complying Gypsum to Lafarge by the same methods and under the same terms and conditions for loading Complying Gypsum.

Lafarge will be responsible for all carrier scheduling and logistics including costs and contracting arrangements holding CG&E harmless for any damages resulting from this method of making gypsum deliveries. At the completion of loading each barge, truck or rail car at the Miami Fort Station harbor or facility respectively, title to and the risk of loss of the loaded gypsum will pass from CG&E to Lafarge. CG&E shall give notice to Lafarge that loading of a barge is complete in the manner customarily given by the Miami Fort Station harbor. Notification of completion of truck or railcar loading at Miami Fort Station will be the responsibility of the Lafarge contracted gypsum carrier.

Term:

Each Contract Year shall run from June 1 through May 31.

The initial term of this Contract shall be * * *, beginning on * * * and ending on * * * (“Initial Term”). The Initial Term may be extended for an additional period of up to * * * (“Renewal Term”) if mutually agreed to by both Parties (collectively the Initial Term and the Renewal Term are referred to herein as “Term”). A Party wishing to extend the Contract for a Renewal Term must provide * * * notice to the other Party. If the Parties fail to mutually agree on extending the Contract for a Renewal Term effective on or after the Initial Term expiration date, this Contract shall terminate. Such renewal is conditioned on the Parties’ ability to agree, following good faith negotiations, on the terms and conditions, including the price of the gypsum and all other cost considerations applying to the Renewal Term. Nothing herein shall compel CG&E to operate the Miami Fort Station beyond the Initial Term. * * *.

7.	Contract Price:

The contract price per ton of Complying Gypsum shall be determined as follows (“Contract Price”):

(1) Lafarge shall pay CG&E the same price per ton for Complying Gypsum delivered during the Initial Term of this Contract as calculated pursuant to the agreement between the Parties for the purchase of gypsum from the Zimmer Generating Station dated December 29, 1998 (“Zimmer Contract”). The Contract Price for the first Contract Year shall be determined by the price in effect under the Zimmer Contract on * * *;

(2) The Contract Price will be subject to annual adjustment on June 1 each year starting in * * * for the Initial Term of the Contract. The annual adjustment shall be based * * *; and

(3) The Contract Price includes all costs of producing, acquiring and loading Complying Gypsum to Lafarge.

8.	Representations and Warranties:

On the Effective Date, each Party represents and warrants to the other Party that: (1) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in Ohio; (2) it has all regulatory authorizations necessary for it to legally perform its obligations under this Contract; (3) the execution, delivery and performance of this Contract and any other documentation relating to this Contract are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or similar provision applicable to it; (4) this Contract and each other document executed and delivered in accordance with this Contract constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; (5) there are no Bankruptcy Proceedings, as defined herein, pending or being contemplated by it or, to its knowledge, threatened against it; (6) there is not pending or, to its knowledge, threatened against it or any of its affiliates any legal proceedings that could materially adversely affect its ability to perform its obligation under this Contract or any other document relating to this Contract; and (7) no Event of Default, as defined herein, or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Contract or any other document relating to this Contract.

9.	Additional Warranties of Owner:

CG&E warrants that the gypsum delivered to Lafarge’s barges will be Complying Gypsum, as determined by the testing protocols to be contained in Exhibit A, except for any Non-Complying Gypsum that Lafarge has agreed to accept. Lafarge’s exclusive remedy for any failure of CG&E to comply with its warranty obligations in the preceding sentence shall be Lafarge’s right to reject Non-Complying Gypsum and/or receive compensation in the manner provided in Section 3.

CG&E warrants that it will have, at all times during the Term of this Contract, good and marketable title to the gypsum to be delivered hereunder, and that upon delivery of the gypsum, title thereto shall pass to Lafarge free and clear of all liens and encumbrances.

CG&E warrants that it will use commercially reasonable efforts to supply Complying Gypsum. However, nothing contained in this Section shall affect the validity of Sections 2 and 15.

10.

Confidentiality:

The Parties may not disclose information provided by one Party to the other pursuant to this Contract or the terms of this Contract to third parties, except that the Parties may disclose such terms as may be required by applicable law, rule, regulation or court or administrative order, including those of environmental, tax and utility regulatory or other governmental bodies, provided they give written notice to the other Party and seek in good faith protection of such information under the laws and regulations applicable to such regulatory body.

11.

Force Majeure:

Neither CG&E nor Lafarge shall be liable to the other for any delay or failure in the performance of its obligations under this Contract when the delay or failure in performance results from Force Majeure. Force Majeure is defined as causes which are beyond its reasonable control, including but not limited to fires, floods, earthquakes, tornadoes, high river conditions and other unusual weather events; strikes and labor disturbances; acts of God; acts or omissions of governmental authorities; inability beyond a Party’s reasonable control to obtain necessary materials, fuel or energy; wrecks or delays in transportation; riots, civil disturbances or insurrection; embargoes; unplanned Miami Fort Station or unplanned Lafarge Plant outages of more than a fourteen (14) days or the inability following good faith efforts to obtain or maintain necessary permits, licenses, authorizations or approvals, provided that the notice requirement of Section 11.B. is satisfied.

The Party whose performance of its obligations hereunder is adversely affected by a Force Majeure event (the “Affected Party”) shall promptly notify the other Party at the beginning of the Force Majeure event, and confirm the notice in writing within five (5) business days of the event. The notice shall contain a detailed account of the Force Majeure event, including the cause of the event, an estimate of the duration of any delay, an estimate of the Force Majeure event’s impact to the Affected Party’s performance, and the plan to mitigate the effects of the event.

In the event that a delay or failure in performance hereunder is a Force Majeure event, and CG&E is the Affected Party, then the Minimum Amounts required to

be sold from the Miami Fort Station and delivered shall be reduced by * * * multiplied by the number of days the Force Majeure event occurred during the applicable period. If Lafarge is the Affected Party, the Maximum Amounts required to be purchased from the Miami Fort Station shall be reduced by * * * multiplied by the number of days the Force Majeure event occurred during the applicable period.

In the event a Party suffers a Force Majeure and such Force Majeure is not cured within 180 days, then either Party, after providing thirty (30) days written notice, shall have the right to terminate this Contract.

12.

Compliance with Laws:

Each Party shall perform its obligations under this Contract, and Lafarge shall transport and use the gypsum to be delivered hereunder, in accordance with all applicable federal, state, county, municipal and local laws, ordinances and regulations. Lafarge represents that it is a sophisticated user of gypsum, it is aware of the regulated (including but not limited to arsenic, beryllium, cadmium, lead, chromium, mercury and nickel) and unregulated elements and materials which may be contained in gypsum, and it agrees to comply with all applicable laws and regulations which protect its employees, third parties, consumers and the environment relating to the use of the gypsum to be delivered hereunder.

Each Party shall promptly seek, and shall use its good faith efforts to obtain, at its own expense, all permits, approvals, authorizations and licenses which it requires in order to carry out its obligations hereunder. Once obtained, each Party shall, at its own expense, use its good faith efforts to maintain in full force and in effect throughout the Initial and any Renewal Terms of this Contract all such permits, approvals, authorizations and licenses obtained by it.

Each Party agrees to hold harmless and indemnify the other Party from all costs, expenses, judgments, fines, and penalties, including reasonable attorneys’ fees, arising out of the indemnifying party’s failure to comply with the terms of Section 12.

13.

Storage of Complying Gypsum on CG&E’s Site:

In the event CG&E is able to sell and tender delivery of Complying Gypsum to Lafarge, up to the Maximum Amount, but Lafarge fails to purchase and take delivery of it, or if CG&E is producing Complying Gypsum but is unable to deliver it, CG&E may, in its sole discretion, store the Complying Gypsum at the Miami Fort Station in the quantities described below. If CG&E chooses to store the Complying Gypsum on site, then it shall store a minimum amount of * * * in covered storage and thereafter * * * in uncovered storage, for a maximum total of * * * of on site storage. If CG&E chooses not to store the Complying Gypsum, then CG&E may dispose of the Complying Gypsum which Lafarge cannot take at its sole discretion, by storage, sale to any third party, or otherwise.

In the event CG&E stores the Complying Gypsum on site because Lafarge fails to purchase or take delivery of the Complying Gypsum up to the Maximum Amount, then Lafarge shall pay CG&E a storage and handling fee of * * * (“Storage and Handling Fee”) for the * * * and be subject to incremental * * * increase during * * *. The Storage and Handling Fee shall not apply if (1) Lafarge’s failure to take the Complying Gypsum is due to a Force Majeure; (2) for amounts of Complying Gypsum in excess of the Maximum Amount; or (3) through the nonperformance of CG&E.

CG&E shall pay Lafarge a penalty of * * * of all amounts of Complying Gypsum which CG&E stores in uncovered storage on CG&E’s site if (1) CG&E is not able to store * * * of Complying Gypsum in covered storage; (2) Lafarge is able to accept Complying Gypsum; and (3) Lafarge is able to provide barges as required.

The stored gypsum’s compliance with the specifications to be contained in Exhibit A shall be determined at the time the gypsum is sent to storage at CG&E’s site.

14.

Indemnification:

Lafarge shall hold harmless and indemnify CG&E, its directors, officers, employees and agents, and its affiliated companies, including any directors, officers, employees and agents thereof for all costs, losses, liabilities, expenses, suits, actions, claims, damages and all other obligations and proceedings whatsoever, including without limitation, all judgments rendered against and all fines and penalties, and any reasonable attorneys’ fees and any other costs of litigation (“Claims”) arising out of injuries to persons or damage to property to the extent arising out of and caused by Lafarge’s negligent use or transport of the gypsum delivered hereunder. If this indemnity provision is unenforceable under applicable state law, this Section shall be interpreted to impose the maximum legal obligation permitted under such law.

CG&E will hold harmless and indemnify Lafarge, its directors, officers, employees and agents, and its affiliated companies, including any directors, officers, employees and agents thereof from and against all Claims arising out of injury to or death of persons and damage to property to the extent arising out of and caused by the negligent delivery of the gypsum by CG&E during the Term of this Contract. If this indemnity provision is unenforceable under applicable state law, this Section shall be interpreted to impose the maximum legal obligation permitted under such law.

In the event of a Claim against a Party, the claiming Party shall promptly give notice to the indemnifying Party containing detail reasonably sufficient for the indemnifying Party to identify the nature and basis of the Claim. If the indemnifying Party admits in writing to the claiming Party that such Claim is covered by the provisions of this Section 14, the indemnifying Party shall have the right to contest and defend by all appropriate legal proceedings such Claim

and to control all settlements (unless the claiming Party agrees to assume the cost of settlement and to forgo its rights hereunder) and to select lead counsel to defend any and all such Claims at the sole cost and expense of the indemnifying Party; provided, the indemnifying Party may not effect any settlement that could result in any cost, expense or liability to the claiming Party, unless the claiming Party consents in writing to such settlement and the indemnifying Party agrees to indemnify and hold harmless the claiming Party thereof. The claiming Party may select counsel to participate with the indemnifying Party’s counsel in any such defense, in which event the claiming Party’s counsel shall be at its own cost and expense. In connection with any such Claim, action or proceeding, the Parties shall cooperate with each other and provide each other with access to relevant books and records in their possession.

The indemnifying Party shall pay to the claiming Party all reasonable costs and expenses incurred by such claiming Party in the enforcement of this Section 14, if (and only if) the indemnifying Party admits, or is adjudged, to have breached its obligation to indemnify the claiming Party for a Claim.

Survival:

The provisions of this Section 14 shall survive the termination of this Contract.

15.

Limitation of Liability:

NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE UNDER THIS CONTRACT TO THE OTHER PARTY FOR CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT, LOSS OF OPERATION TIME, REPLACEMENT POWER COSTS, LOSS OF GOODWILL OR ANY OTHER SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES RESULTING FROM ANY VIOLATION OF OR DEFAULT UNDER THIS CONTRACT OR IN ANY MANNER FROM THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT TO THE EXTENT ANY SUCH LOSS OR DAMAGE IS INCLUDED IN A THIRD PARTY CLAIM FOR WHICH INDEMNIFICATION IS OWED PURSUANT TO SECTION 14. THE PROVISIONS OF THIS SECTION 15 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS CONTRACT, SHALL APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, EQUITY, TORT OR OTHERWISE, REGARDLESS OF FAULT, NEGLIGENCE (IN WHOLE OR IN PART), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY AND SHALL EXTEND TO THE MANAGERS, TRUSTEES, DIRECTORS, OFFICERS, MEMBERS, PARTNERS AND EMPLOYEES, AGENTS AND AFFILIATES OF EACH PARTY, AND THE MANAGERS, DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES AND AGENTS OF SUCH AFFILIATES.

Except for liability arising under Section 14, the maximum total liability under this Contract for the Initial Term between CG&E and Lafarge arising out of any and all claims and damages, regardless of whether the claims are based upon contract, warranty, tort, including negligence, strict liability, or otherwise, shall not exceed fifteen million six hundred thousand dollars ($15,600,000). In the case of a Renewal Term, both Parties shall agree to a new maximum total liability figure corresponding to the Renewal Term of the Contract.

16.

Termination and Default:

Events of Default. An “Event of Default” shall mean, with respect to a Party (“Defaulting Party”), the occurrence of any of the following:

(1) failure to make when due, any payment required pursuant to this Contract if such failure is not remedied within twenty (20) days after written notice of such failure is given by the other Party, and provided the payment is not the subject of a good faith dispute as described in Section 17. However, it shall not constitute an Event of Default under this Section 16 if (a) the failure to pay arises in the ordinary course of business by mistake, oversight, or transfer difficulties; and (b) funds were available to such Party to enable it to make the relevant payment when due; and (c) such Event of Default or failure to pay is remedied on or before the twentieth (20 ^th ) day after the occurrence or existence of such failure to pay;

(2) any representation or warranty made by the Defaulting Party herein shall at any time prove to be false or misleading in any material respect;

(3) the failure of the Defaulting Party to perform any covenant set forth in this Contract (other than the events that are otherwise specifically covered in this Article 16 as a separate Event of Default, or its obligations to deliver or receive Complying Gypsum, the remedy for which is provided in Section 2) and such failure is not excused by Force Majeure or cured within thirty (30) days after written notice thereof to the Defaulting Party; provided , that if such failure is capable of cure but is not cured within such thirty (30) day period despite such Party’s commercially reasonable efforts to do so, such thirty (30) day period shall be extended by such additional time as is reasonably necessary to cure such failure; provided , further , that such cure is promptly commenced within such thirty (30) day period and is diligently pursued, and that the aggregate cure period (including the initial thirty (30) day period) shall not exceed one hundred twenty (120) days; provided, further, that such Party shall only be entitled to two thirty (30) day cure periods after notice in any given twelve (12) month period; or

(4) the Defaulting Party (a) files a petition or otherwise commences or acquiesces in a proceeding under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it and such petition is not withdrawn or dismissed within thirty (30) days after such filing, (b) makes an assignment or any general arrangement for the benefit of creditors, (c)

otherwise becomes bankrupt or insolvent (however evidenced), (d) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (e) is unable to pay its debts as they fall due (collectively, “Bankruptcy Proceedings”).

Upon the occurrence of an Event of Default (and after the expiration of any applicable grace period), the non-Defaulting Party shall have the right, in its sole discretion, to do any or all of the following:

(1) Termination . Terminate this Contract upon thirty (30) days prior notice;

(2) Specific Performance . Obtain specific performance of a Party’s obligations under this Contract; and

(3) Other Remedies . Pursue any and all other rights or remedies available hereunder, at law or in equity.

17.

Payment:

CG&E shall invoice Lafarge the Contract Price for the total amount of gypsum delivered each month, and for other contract adjustments, by the 15 ^th of the following month. Truck loading fees under Section 5.C. and Storage and Handling Fees detailed in Section 13.B. shall be paid each month and will be included with each month’s invoice. Lafarge shall pay by check or other mutually agreeable means such invoices in full by the * * * of the month in which it receives such invoice. Overdue payments shall accrue interest at the Interest Rate from, and including, the due date to, but excluding, the date of payment. If Lafarge, in good faith, disputes an invoice, Lafarge shall immediately notify CG&E of the basis for the dispute and pay the portion of such statement not in dispute no later than the due date. If any amount withheld under dispute by Lafarge is ultimately determined to be due to CG&E, it shall be paid within * * * after such determination, along with interest accrued at the Interest Rate from the original due date until the date paid. Inadvertent overpayments shall be returned by the receiving Party upon request or deducted by the receiving Party from subsequent payments, with interest accrued at the Interest Rate from the date originally paid until the date repaid or deducted. “ Interest Rate ” means, * * *.

18.

Notice:

Each Party shall designate in writing a representative to receive any and all notices required under this Contract to be furnished to such Party. Notices shall be in writing and shall be given to the representative designated to receive the same, by personal delivery, by U.S. mail, return receipt requested, by overnight courier, or by facsimile, properly addressed to such representative. All notices shall be effective upon receipt, or upon such later date following receipt as is set forth in the notice. Any Party may, by written notice, change the representative or the address to which its notices are to be sent.

19.

Insurance:

Lafarge shall obtain and maintain throughout the Term of this Contract the following policies of insurance, in amounts not less than $2 million per occurrence and aggregate:

(1) Hull Insurance . A policy of Hull insurance insuring the barges to be provided by Lafarge for the perils insured by the Taylor Form 1953 (Rev. 70) as amended, or its equivalent, including strikes, riots and civil commotion and excluding collision liability.

(2) Protection and Indemnity Insurance . A policy of protection and indemnity insurance subject to P.I. 1955 Form SP 38 as amended, or its equivalent, including collision liability, American Institute Pollution Exclusion Clause and Buy Back Endorsement A (July 4, 1976).

(3) Excess Protection and Indemnity Insurance . A policy of excess protection and indemnity insurance in excess of primary protection and indemnity insurance, including excess of primary collision/towers liability and pollution buy back endorsement.

(4) Other Coverage . Policies covering other risks in such amounts as deemed prudent by Lafarge, which shall exclusively bear all loss of cargo after delivery of the gypsum and other risks associated with the operation and navigation of the barges to be provided by Lafarge while the barges are in Lafarge’s possession. In addition, Lafarge shall carry workers’ compensation, longshoremen’s, harbor-workers’ and/or Jones Act coverage, as required by law.

(5) The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self-insured. Certificates of insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to CG&E prior to the commencement of the delivery of gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to CG&E. Lafarge shall pay all premiums and other costs of insurance required hereunder. These insurance requirements may be covered by umbrella policies of insurance or by self-insurance maintained by Lafarge.

CG&E shall obtain and maintain throughout the Term of this Contract the following policies of insurance or secure self insurance:

(1) CG&E shall carry workers’ compensation, longshoremen’s, harbor workers’ and/or Jones Act coverage, as required by law.

(2) CG&E shall carry commercial general liability, wharfage, landing CG&E and stevedore’s coverage in amounts not less than $2 million per occurrence and aggregate.

(3) The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self-insured. Certificates of insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to Lafarge prior to the commencement of the delivery of gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to Lafarge.

20.

Taxes:

The Contract Price payable hereunder does not include any taxes. Lafarge shall be liable for the payment of all taxes based on the purchase of gypsum, except taxes on the net income of CG&E. If applicable, Lafarge shall provide CG&E with a tax-exempt certificate.

21.

Miscellaneous:

CG&E and Lafarge shall waive subrogation against each other under their insurance policies.

In the event that any of the provisions, or portions thereof, of this Contract is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.

The waiver by either Party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.

This Contract may not be assigned to a third party, other than an affiliated company or a successor in interest to the business of the assignor, without the written consent of the other Parties, which consent shall not be unreasonably withheld. Notwithstanding the forgoing, any assignment hereunder shall satisfy the internal commercially reasonable credit policies of the non-assigning Party. This Contract shall be binding on the successors and assigns of the Parties.

Sections 2.F., 10, 12.C., 14, 15, 16, 17, and 22 shall survive the termination of this Contract.

The rights and obligations of the Parties arising out of this Contract shall be governed in all respects by the laws of the State of Ohio.

This Contract constitutes the entire agreement between the Parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof. No waiver, alteration, amendment or modification of any of the provisions of this Contract shall be binding unless in writing and signed by the duly authorized representatives of the Parties.

22.

Dispute Resolution:

In the event a dispute arises regarding the interpretation of or performance under this Contract, which cannot be resolved by communications between the Miami Fort Station manager and the Lafarge Silver Grove Plant manager, each Party shall have the right to request in writing a meeting to occur within five (5) business days of the receipt of such written request, between the next level of management for CG&E and Lafarge. Such meeting may occur in person, telephonically, or by any other method mutually agreeable to CG&E and Lafarge.

If within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, then, upon seven (7) days written notice to the other Party, either Party may request that the matter be referred to binding arbitration before three arbitrators, one of whom shall be named by CG&E, one by Lafarge, and a third of whom shall be named by the two arbitrators appointed by CG&E and Lafarge, respectively. If either CG&E or Lafarge fail to select an arbitrator within fifteen (15) days after receipt of written notice from the other of its election to submit a matter to arbitration and naming its arbitrator, the Party giving such notice shall have the right to appoint an arbitrator for the Party in default; and the two thus chosen shall then select the third arbitrator. The appointment of the third arbitrator, if not agreed upon within twenty (20) days, shall be made in accordance with American Arbitration Association’s Commercial Dispute Resolution Rules in effect (the ^- Rules”). The Parties agree that if the dispute between the Parties is less than two hundred and fifty thousand dollars ($250,000), then it shall be resolved by one arbitrator appointed by the American Arbitration Association. The Rules shall govern any such proceedings. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each Party shall pay for the services and expenses of the arbitrator appointed by it and for its costs, expenses, and attorneys’ fees. Fees and expenses of the third arbitrator and court reporter shall be paid in equal parts by the Parties hereto. The Parties agree that the arbitration shall take place in Cincinnati, Ohio.

All negotiation and mediation proceedings shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one Party for those proceedings shall not be used as evidence by the other Party in any subsequent arbitration; provided, however , the underlying facts supporting such materials may be subject to discovery. All arbitration proceedings shall also be strictly confidential.

Each Party fully understands its specific obligations under the provisions of this Contract. Neither Party considers such obligations to be vague or in any way unenforceable, and neither Party will contend to the contrary at any future time or in any future proceeding.

The Parties have signed this Contract by their duly authorized representatives effective on the last date below.


THE CINCINNATI GAS & ELECTRIC COMPANY		LAFARGE NORTH AMERICA, INC.

By:	Barry E. Pulskamp	By:	/s/ Ike Preston

Title:	VP – Power Operations	Title:	President LNA Gypsum

Date:	6/10/05	Date:	6-8-05

Exhibit A

* * *

Exhibit 10.4

Certain confidential information has been omitted from this Exhibit 10.4 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.4 where the omitted information appeared in the original.

GYPSUM CONTRACT

This Contract is between The Cincinnati Gas & Electric Company (“CG&E”), The Dayton Power and Light Company (“DP&L”) and Columbus Southern Power Company (“CSP”), each an Ohio corporation and the owners (collectively “Owners”) of the Wm. H. Zimmer Generating Station (‘Zimmer Station’) located in Moscow, Ohio, and Lafarge Corporation, a Maryland corporation (“Lafarge”).

The Owners will install equipment at the Zimmer Station to convert scrubber spent slurry, presently considered a solid waste currently disposed of in a landfill, into synthetic gypsum, a useful product. The Owners wish to sell synthetic gypsum to Lafarge, and Lafarge wishes to purchase synthetic gypsum from the Owners, and will use it to produce wallboard, cement, and other gypsum-related products at a new facility to be constructed in the greater Cincinnati, Ohio area (the ‘Lafarge Plant’), or may resell it to others.

1.	Installation of Conversion Equipment

The Owners will install at their expense the equipment necessary to convert Zimmer Station scrubber spent slurry to commercial grade synthetic gypsum.

2.	Purchase of Minimum and Maximum Amounts of Gypsum

A. The Owners will sell and deliver to Lafarge, and Lafarge will purchase from the Owners, a minimum of * * * and a maximum of * * * of dry weight synthetic gypsum which complies with the requirements set forth in Exhibit A (“Complying Gypsum”) during each * * * of the Contract. A * * * shall be any * * * contract years during the term of the Contract, except that the first * * * shall commence on * * * .

B. The Owners will sell and deliver to Lafarge, and Lafarge will purchase from the Owners, a minimum of * * * of dry weight Complying Gypsum during the * * *, commencing on June 1, 2000. The Owners will deliver a minimum total of * * * of dry weight Complying Gypsum during the * * *, a minimum total of * * * of dry weight Complying Gypsum during the * * *, a minimum total of * * * of dry weight Complying Gypsum during the * * *, and a minimum total of * * * of dry weight Complying Gypsum during the * * *. Lafarge shall purchase a maximum of * * * of dry weight Complying Gypsum in each of the * * *.

C. If the Owners fail to deliver the minimum amount of Complying Gypsum set forth in Sections 2.A or B., and the Owners’ failure to deliver is not due to an excusable event, as defined in Section 12, the Owners will pay to Lafarge damages equal to (a) the number of tons of Complying Gypsum by which the owners fail to meet the minimum set forth in Sections 2.A. or B. times (b) the contract price per ton in effect during the period for which the Owners fail to deliver the minimum set forth in Sections 2.A. or B. For shortfalls in the Owners’ delivery of the required minimum amounts of Complying Gypsum, such damages shall be credited to Lafarge

30 days following the end of the last contract year during the period in which there is a shortfall, and such credit shall be carried forward each month until used by Lafarge, except that any credit remaining 2 months after the end of the prior contract year shall be paid by check or other mutually agreeable means by the Owners to Lafarge within 30 additional days. At the end of the contract term, the Owners shall pay any credits still owing to Lafarge within 30 days.

D. If the amount of Complying Gypsum which the Owners are capable of delivering to Lafarge exceeds the maximum amount set forth above, Lafarge may accept or decline to receive the overage at its sole discretion. If Lafarge accepts the overage, the terms of this Contract shall apply to the purchase and sale of such overage amounts.

E. Lafarge must accept and pay for all Complying Gypsum which the Owners are able to deliver up to the maximum amounts stated in Sections 2.A. and B. If Lafarge fails to accept Complying Gypsum below the maximum amounts stated in Sections 2.A. and B., and Lafarge’s failure is not due to an excusable event, as defined in Section 12, Lafarge shall pay the Owners the contract price per ton, as calculated in Section 7, for every ton below the maximum amounts set forth in Sections 2.A. and B. which Lafarge fails to take. lit addition, Lafarge shall pay the Owners damages equal to (a) the number of tons of Complying Gypsum by which Lafarge fails to take delivery of the maximum set forth in Sections 2.A. or B. times (b) the contract price per ton in effect during the period for which Lafarge fails to take delivery of the maximum set forth in Sections 2.A. or B. Nothing herein shall affect the validity of Section 16.

F. The damages payable by the Owners under Section 2.C. shall be the sole remedy of Lafarge for the Owners’ failure to deliver the minimum amounts of Complying Gypsum contained in Sections 2.A. and B. The damages payable by Lafarge under Section 2.E. shall be the sole remedy of the Owners for Lafarge’s failure to take the maximum amounts of Complying Gypsum contained in Sections 2.A. and B.

3.	Complying Gypsum

A. Complying Gypsum shall meet each of the specifications set forth in Exhibit A. Gypsum shall be sampled, and its compliance with the specifications of Exhibit A shall be determined, in accordance with the protocols set forth in Exhibit A prior to the loading of the gypsum on Lafarge’s barges or the storage of Gypsum at the Owners’ site. Sampling shall be at the Owners’ expense.

B. Lafarge will purchase arid accept deliveries of; and gypsum will be deemed to be, Complying Gypsum if it contains no less than * * * moisture, no more than * * * moisture, and if the gypsum otherwise meets the specifications to be set forth in Exhibit A The moisture content shall be determined quarterly, and the quarterly figures shall be weighted on a tonnage basis for an annual average moisture content per ton of Complying Gypsum. Any discount owed to Lafarge shall be credited on the first invoice for the following contract year and such credit shall be carried forward each month until used by Lafarge. If the amount of the annual discount exceeds the amount owed by Lafarge to the Owners at the end of the contract term, the Owners shall pay the difference to Lafarge within 30 days. If the annual average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Lafarge shall be entitled to a discount equal to:


Moisture Content		Discount Amount

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

4.	Non-Complying Gypsum

Lafarge may reject or accept, in its sole discretion, Non-Complying Gypsum (which fails to meet one or more of the specifications in Exhibit A) offered to it by the Owners at a ‘price and under delivery terms to be agreed to by the parties in each instance.

Delivery

A. The Owners will deliver Complying Gypsum by loading it onto Lafarge’s barges at the Zimmer Station harbor. A belt scale will weigh the gypsum-immediately prior to loading on the barges. The Owners will test and calibrate the belt scale at least once a month in accordance with the National Institute of Standards and Technology Handbook 44 for belt scales. Lafarge shall have the right to observe the weighing of gypsum and the testing and calibration of the belt scale. The Owners shall provide advance notice to Lafarge of the time and date of the belt scale calibration. In the event that calibration shows any scale used to weigh gypsum to be inaccurate by more than plus or minus one half of one percent, the inaccuracy shall be presumed to have existed for one-half the number of days since the last time the scale was calibrated, and an adjustment shall be made to the next invoice to reflect the debit or credit. The Owners shall provide the results of each calibration on the next invoice which is sent to Lafarge. During any period when the Owner.’ belt scale is inoperable, the parties shall mutually agree to a procedure for determining quantities of Gypsum which permits deliveries of Gypsum to continue. The maximum number of barges which the Zimmer Station is able to load each 24-hour period is * * *. All of Lafarge’s barges entering the Zimmer Station harbor shall be seaworthy, in good operating condition and repair, and in compliance with all laws. The Owners will maintain the Zimmer Station harbor to accommodate at least a standard draft jumbo barge. When the Owners dredge the Zimmer Station harbor in the normal course of maintaining it, the Owners will dredge to a depth to accommodate a deep draft jumbo barge. The Owners may reject any barge which

contains free water in the hold, and will give Lafarge customary notice of such rejection. The Owners shall give Lafarge customary notice of the number of barges which they expect will be required to remove Complying Gypsum the following day. In accordance with such notice, Lafarge must provide a sufficient number of Complying barges to transport all of the Complying Gypsum delivered under this Contract on a timely basis. The Owners shall provide space at the Zimmer Station harbor for a maximum of * * * barges at any time.

B. At the completion of loading each barge at the Zimmer Station harbor (“delivery”), title to and the risk of loss of the loaded gypsum will pass from the Owners to Lafarge. Lafarge may reallocate such risk of loss in a separate contract between Lafarge and the entity providing transportation of the barges to the Lafarge Plant. The Owners shall give notice to Lafarge that loading of a barge is complete in the manner customarily given by the Zimmer Station harbor.

C. The Owners shall use their best efforts to commence delivery of, and Lafarge shall use its best efforts to commence taking, the gypsum by March 1, 2000.

D. If Lafarge elects to purchase and take Non-Complying Gypsum and the moisture content of the Non-Complying Gypsum exceeds * * *, the Owners will deliver the Non-Complying Gypsum to Lafarge by loading it onto Lafarge’s trucks at a site at the Zimmer Station to be agreed to by the parties. A certified truck scale will be used to determine the net weight of the gypsum promptly after loading on the truck. At the completion of loading a truck, title to and the risk of loss of the loaded gypsum will pass from the Owners to Lafarge. Lafarge may reallocate such risk of loss in a separate contract between Lafarge and the entity providing transportation of the trucks. In addition to the price per ton for the Non-Complying Gypsum agreed to by the parties, Lafarge shall pay the Owners a truck loading fee to be determined prior to the beginning of each contract year.

Term

A. Each contract year shall run from June 1 through May 31.

B. The initial term of this Contract shall be * * *, beginning on June 1, 2000. The initial term may be extended for * * * additional periods of up to * * * each at the option of Lafarge by Lafarge giving notice in writing to the Owners of its intent to renew the Contract at least * * * before the expiration of the initial term or first renewal term, as applicable. Such renewal is conditioned on the parties’ ability to agree, following good faith negotiations, on the terms and conditions, including the price of the gypsum, to apply to the renewal term. Nothing herein shall compel the Owners to operate the Zimmer Station, but if the Owners elect to continue operation of the Zimmer Station beyond the initial term or the first renewal term, * * *.

Price

A. Lafarge shall pay the Owners * * * for Complying Gypsum delivered during the initial term of this Contract, subject to annual adjustment on June 1 each year after 2000. The annual adjustment shall be based on changes in * * *. In addition, the price of Complying Gypsum shall be reduced by a fixed rate of * * * on a dry weight basis during the first * * * of the initial term. The price includes all costs of producing, acquiring and delivering Complying

Gypsum to Lafarge. The annual price adjustment determined in this Section 7.A shall be used to annually adjust the moisture content discount contained in Section 3, the fly ash disposal discount in Section 7.B., and disposal and storage costs payable to the Owners under Sections 2.E. and 14.

B. If the Owners and a company affiliated with Lafarge enter into a contract for the removal of fly ash from the Zimmer Station, Lafarge shall receive a discount in the price per ton of Complying Gypsum equal to:


Tons of Fly Ash Removed in A Contract Year		Discount in Price Per Ton of Complying Gypsum Delivered in the Same Contract Year as the Fly Ash Is Removed

* * *		* * *

* * *		* * *

* * *		* * *

* * *		* * *

C. The “contract price per ton” of Complying Gypsum shall be determined by (1) starting with * * * (dry weight); (2) making all annual adjustments to the price per ton as described in Section 7.A (excluding the * * * discount in the first * * *); (3) reducing the price by the moisture content discount in Section 3.B.; (4) reducing the price by the fly ash removal discount in Section 7.B.; and (5) reducing the price by * * * for the first four contract years.

* * *

9.	Authority to Enter into Contract

Each party represents that it has the authority and has secured the approvals necessary to enter into this Contract.

10.

Warranty

The Owners warrant that the gypsum delivered to Lafarge’s barges will be Complying Gypsum, as determined by the testing protocols to be contained in Exhibit A. except for any Non-Complying Gypsum which Lafarge has agreed to accept. Lafarge’s exclusive remedy for any failure of the Owners to comply with its warranty obligations in the preceding sentence shall be Lafarge’s right to reject Non-Complying Gypsum in the manner provided in Section 4.

In addition, the Owners warrant that they will have, at all times during the term of this Contract, good and marketable title to the gypsum to be delivered hereunder, and that upon delivery of the gypsum, title thereto sha1l pass to Lafarge free and clear of all liens and encumbrances.

The Owners do not warrant an uninterrupted or steady supply of Complying Gypsum. However, nothing contained in this Section sba1l affect the validity of Sections 2.C. and 16.

11.	Confidentiality

The parties may not disclose the terms of this Contract to third parties, except that the parties may disclose such terms as may be required by applicable law, rule, regulation or court or administrative order, including those of environmental, tax and utility regulatory or other governmental bodies, provided they seek in good faith protection of such information under the laws and regulations applicable to such regulatory body.

12.	Force Majeure

A. Neither Owners nor Lafarge shall be liable to the other for any delay or failure in the performance of its obligations under this Contract when the delay or failure in performance resu1ts from causes which are beyond its reasonable control, including but not limited to fires, floods, earthquakes, tornadoes, high river conditions and other unusual weather events; strikes and labor disturbances; acts of God; acts or omissions of governmental authorities; inability beyond a party’s reasonable control to obtain necessary materials, fuel or energy; wrecks or delays in transportation; riots, civil disturbances or insurrection; embargoes; unplanned Zimmer Station or unplanned Lafarge Plant outages of more than a 14 calendar day duration; or the inability following good faith efforts to obtain or maintain necessary permits, licenses, authorizations or approvals (“excusable event”), provided that the notice requirement of Section 12.B. is satisfied.

B. The party whose performance of its obligations hereunder is adversely affected by an excusable event (the “affected party”) shall promptly notify the other party of the beginning of an excusable event, and confirm the notice in writing within five (5) working days of the event. The notice shall contain a detailed account of the excusable event, including the cause of the excusable event, an estimate of the duration of any delay, an estimate of the excusable event’s impact to the affected party’s performance, and the plan to mitigate the effects of the excusable event.

C. In the event that a delay or failure in performance hereunder is an excusable event as defined in Section 12.A, if the affected party is the Owners, they shall receive a reduction in the minimum amounts required to be sold and delivered in Sections 2.A and B. of * * * times the number of days of the excusable event occurring during the applicable period. If the affected party is Lafarge, it shall receive a reduction in the maximum amounts required to be purchased and taken in Sections 2.A and B. of * * * times the number of days of the excusable event occurring during the applicable period.

13.	Compliance with Laws

A. Each party shall perform its obligations under this Contract, and Lafarge shall use the gypsum to be delivered hereunder, in accordance with all applicable federal, state, county, municipal and local laws, ordinances and regulations. Lafarge represents that it is a sophisticated user of Gypsum, it is aware of the regulated (Including but not limited to arsenic, beryllium, cadmium, lead, chromium, mercury and nickel) and unregulated elements and materials which may be contained in gypsum, and it agrees to comply with all laws and regulations which protect its employees, third parties, consumers and the environment relating to the use of the gypsum to be delivered hereunder.

B. Each party shall promptly seek, and shall use its good faith efforts to obtain, at its own expense, all permits, approvals, authorizations and licenses which it requires in order to carry out its obligations hereunder. Once obtained, each party shall, at its own expense, use its good faith efforts to maintain in full force and effect throughout the term of this Contract all such permits, approvals, authorizations and licenses obtained by it.

14.	Storage of Complying Gypsum on the Owners’ Site

A. In the event the Owners are able to sell and tender delivery of Complying Gypsum to Lafarge, up to the maximum amounts contained in Sections 2A. and B., but Lafarge fails to purchase and take delivery of it, or if the Owners are producing Complying Gypsum but are unable to deliver it, the Owners may store the Complying Gypsum on their site, up to a maximum stored amount of * * * in covered storage and * * * in uncovered storage. The Owners may dispose of the Complying Gypsum which the Owners cannot deliver or Lafarge cannot take at their sole discretion, by storage, sale or otherwise.

B. Lafarge shall pay the Owners a storage and handling fee of * * * per ton dry weight for all amounts of Complying Gypsum which the Owners store on their site, in addition to any amounts due under Section 2, unless Lafarge’s failure to take delivery of Complying Gypsum is due to (1) an excusable event as defined in Section 12, or (2) the Owners’ failure to deliver Complying Gypsum for any reason other than Lafarge’s failure to provide barges as required hereunder. The stored gypsum’s compliance with the specifications to be contained in Exhibit A shall be determined at the time the gypsum is sent to storage at the Owners’ site. No storage fees shall be payable by Lafarge for amounts which exceed the maximum amounts of Complying Gypsum contained in Sections 2.A and B.

15.	Indemnification

A. Lafarge shall hold harmless and indemnify the Owners for all costs, losses, liabilities, expenses, suits, actions, claims, damages and all other obligations and proceedings

whatsoever, including without limitation, all judgments rendered against and all fines and penalties imposed upon Owners, and any reasonable attorneys’ fees and any other costs of litigation (hereinafter referred to as “liabilities”) arising out of Lafarge’s use of the gypsum product purchased under this Contract, including, without limitation, claims of injuries to persons, including disease or death, or damage to property caused by Lafarge’s use of the gypsum delivered hereunder. If this indemnity provision is unenforceable under applicable state law, this Section shall be interpreted to impose the maximum legal obligation permitted under such law. The Owners shall have the right to select their own counsel, and to have counsel separate from Lafarge, all at the Owners’ expense. With respect to claims against the owners by Lafarge’s employees, Lafarge agrees to expressly waive its immunity, if any, as a complying employee under the applicable workers’ compensation law, but only to the extent that such immunity would bar or affect recovery under or enforcement of this indemnification obligation. With respect to the Stale of Ohio, this waiver applies to Section 35, Article II of the Ohio Constitution and Ohio Rev. Code Section 4123.74.

B. To the extent not covered by Lafarge’s insurance coverages, the Owner. will bold harmless and indemnify Lafarge from and against all costs, losses, liabilities, expenses, suits, actions, claims, damages, and all other obligations and proceedings whatsoever, including without limitation, all judgments rendered against and all fines and penalties imposed on Lafarge, and any reasonable attorneys’ fees and any other costs of litigation (hereafter referred to as “liabilities”) arising out of injury to or death of persons and damage to property or environmental cleanup, response, damage, or other associated costs to the extent arising out of and caused by the negligent delivery of the gypsum by the Owners during the term of this Contract. Lafarge shall have the right to select their own counse1, and to have counsel separate from the Owners, all at Lafarge’s expense. With respect to claims against Lafarge by the Owner’s employees, the Owners agree to expressly waive their immunity, if any, as a complying employee under the applicable workers’ compensation law, but only to the extent that such immunity would bar or affect recovery under or enforcement of this indemnification obligation. With respect to the Stale of Ohio, this waiver applies to Section 35, Article II of the Ohio Constitution and Ohio Rev. Code Section 4123.74.

16.	Limitation of Liability

A. In no event shall the Owners or Lafarge be liable to the other for any incidental, special, indirect, punitive or consequential damages, including loss of profits or revenues or the loss of use of either; loss by reason of plant shut down or inability to operate at rated capacity; increased expense of operation of plant or equipment; increased cost of purchasing or providing equipment, materials, supplies or services outside the parties’ scope of supply; cost of replacement power, raw materials or capital; claims of a party’s customers; or inventory charges.

B. Except for liability arising under Section IS, the maximum total liability under this Contract between the Owners and Lafarge arising out of any and all claims and damages, regardless of whether the claims are based upon contract, warranty, tort, including negligence, strict liability, or otherwise, shall not exceed $40 million.

17.	Termination

If any one of the Owners or Lafarge files a petition in bankruptcy, or if its creditors file an involuntary petition in bankruptcy, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if it commits repeated or material violations of applicable safety laws, rules, or regulations, or if it otherwise commits a material violation of any provision of this Contract; such party shall be in default under this Contract, and, upon the occurrence of such default, the other party may, without prejudice to any other right or remedy, and after giving the first party 30 days written notice of the default, terminate this Contract. This Contract shall not be so terminated if the defaulting party has cured the default, or submitted a plan for curing the default that is reasonably acceptable to the other party, within 30 days of receiving notice of the default. If the defaulting party fails to remedy the default as set forth in the plan, the other party may terminate the Contract without further notice, and without prejudice to any right or remedy available to it.

18.

Payment

The Owners shall invoice Lafarge the contract price for the total amount of Gypsum delivered each month, and for other contract adjustments, by the 15 ^th of the following month. Lafarge shall pay by check or other mutually agreeable means such invoices in full by the * * * of the month in which it receives such invoice. Owners may add * * * a month to any invoice amount which is not paid when due.

19.

Notice

Each party shall designate in writing a representative to receive any and all notices requited under this Contract to be furnished to such party. Notices shall be in writing and shall be given to the representative designated to receive the same, by personal delivery, by U.S. mail, return receipt requested, by overnight courier, or by facsimile, properly addressed to such representative. All notices shall be effective upon receipt, or upon such later date following receipt as is set forth in the notice. Any party may, by written notice, change the representative or the address to which its notices are to be sent.

20.

Insurance

A Lafarge shall obtain and maintain throughout the term of this Contract the following policies of insurance, in amounts not less than $1 million per occurrence and aggregate:

(1)

Hull Insurance. A policy of hull insurance insuring the barges to be provided by Lafarge for the perils insured by the Taylor Form 1953 (Rev. 70) as amended, or its equivalent, including strikes, riots and civil commotion and excluding collision liability.

(2)

Protection and Indemnity Insurance . A policy of protection and indemnity insurance subject to P.I. 1955 Form SP 38 as amended, or its equivalent, including collision liability, American Institute Pollution Exclusion Clause and Buy Back Endorsement A (July 4, 1976).

(3)

Excess Protection and Indemnity Insurance . A policy of excess protection and indemnity insurance in excess of primary protection and indemnity insurance, including excess of primary collision/towers liability and pollution buy back endorsement.

(4)

Other Coverage . Policies covering other risks in such amounts as deemed prudent by Lafarge, which shall exclusively bear all loss of cargo after delivery of the gypsum and other risks associated with the operation and navigation of the barges to be provided by Lafarge while the barges are in Lafarge’s possession. In addition, Lafarge shall carry workers’ compensation, longshoremen’s, harborworkers’ and/or Jones Act coverage, as required by law.

(5)

The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self-insured. Certificates of insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to the Owners prior to the commencement of the delivery of Gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to the Owners. Lafarge shall pay all premiums and other costs of insurance required hereunder. These insurance requirements may be covered by umbrella policies of insurance or by self-insurance maintained by Lafarge.

B. The Owners shall obtain and maintain throughout the term of this Contract the following policies of insurance:

(1)

The Owners shall carry workers’ compensation, longshoremen’s, harborworkers’ and/or Jones Act coverage, as required by law.

(2)

The Owners shall carry commercial general liability, wharfage, landing owners and stevedore’s coverage in amounts not less than $1 million per occurrence and aggregate.

(3)

The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurance and underwriters or self-insured. Certificates of insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to Lafarge prior to the commencement of the delivery of Gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without thirty days prior written notice to Lafarge.

21.	Affiliated Companies

Any indemnification of a party or any limitation of a party’s liability which is made or granted under this Contact shall to the same extent apply to such party’s directors, officers, employees and agents, and to its affiliated companies, including any directors, officers, employees and agents thereof.

22.

Taxes

The price payable hereunder does not include any taxes. Lafarge shall be liable for the payment of all taxes based on the purchase of Gypsum, except taxes on the net income of Owners. If applicable, Lafarge shall provide Owners with a tax-exempt certificate.

23.	Miscellaneous

A. The Owners and Lafarge shall waive subrogation against each other under their insurance policies.

B. In the event that any of the provisions, or portions thereof, of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof shall not be affected thereby.

C. The waiver by either party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or delimit of the same or of any other term, covenant, condition, agreement or obligation.

D. This Contract may not be assigned to a third party, other than an affiliated company or a successor in interest to the business of the assignor, without the written consent of the other parties, which consent shall not be unreasonably withheld. This Contract shall be binding on the successors and assigns of the parties.

E. Sections 2.F., 7, 10, 11, 12, 13(c), 14, 15, 16, 17, 18, and 23.G. shall survive the termination of this Contract.

F. In the event a dispute arises regarding the interpretation of or performance under this Contract, which cannot be resolved by communications between the Zimmer Plant manager and the Lafarge Plant manager, then each party shall have the right to request in writing a meeting to occur within 5 business days of the receipt of such written request, between the next level of management for the Owners and Lafarge. Such meeting may occur in person, telephonically, or by any other method mutually agreeable to the Owners and Lafarge.

G. The rights and obligations of the parties arising out of this Contract shall be governed in all respects by the laws of the State of Ohio. The parties agree that all actions and proceedings arising under this Contract may be litigated in courts located in the Slate of Ohio. Lafarge agrees that such courts are convenient forums and irrevocably submits to the personal jurisdiction of such courts.

H. This Contract constitutes the entire agreement between the parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof.

No waiver, alteration, amendment or modification of any of the provisions of this Contract shall be binding unless in writing and signed by the duly authorized representatives of the parties.

The parties have signed this Contract by their duly authorized representatives effective on the last date below.


THE OWNERS:

THE CINCINNATI GAS & ELECTRIC COMPANY		THE DAYTON POWER AND LIGHT COMPANY

By:	/s/ Paul E. King	By:	/s/ H. Ted Santos

Title:	VP Power and Fuels	Title:	Group VP Energy Production

Date:	12-21-98	Date:	12/22/98

COLUMBUS SOUTHERN POWER COMPANY

By:	/s/ John J. Jones

Title:	Vice President

Date:	12/22/98

LAFARGE:

LAFARGE CORPORATION

By:	/s/ Alain E. Bouruet-Aubertot

Title:	Sr. VP – President Gypsum Division

Date:	12/29/98

Exhibit A

* * *

Exhibit 10.5

Certain confidential information has been omitted from this Exhibit 10.5 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.5 where the omitted information appeared in the original.

SYNTHETIC GYPSUM SUPPLY AGREEMENT

This Agreement is entered into this 11th day of December, 2007, by and between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”) and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”) for the supply and purchase of synthetic Gypsum materials (“Agreement”).

SynMat has or will install and/or operate equipment at facilities located at the Trimble County. Ghent, and Coleman power stations, and at other power stations as may be designated by SynMat, (collectively referred to as “SynMat’s Facilities’’) to convert scrubber spent slurry, into synthetic Gypsum, a useful product, the specifications for which are more particularly described Exhibit A (“Gypsum”). SynMat wishes to sell Gypsum to Lafarge, and Lafarge wishes to purchase Gypsum from SynMat, and will use it only to produce wallboard, cement, and other Gypsum-related products at its facilities (the “Lafarge Plants”) and not to sell to a third party.

1.	Purchase of Minimum and Maximum Amounts of Gypsum

A. For the calendar year * * *, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount of a minimum of * * * and a maximum * * * Gypsum, for * * * a minimum of * * * and a maximum of * * *, for * * * a minimum of * * * and a maximum of * * *, and for each of the calendar years * * *, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount of a minimum of * * * to a maximum of the total production of Trimble County which is expected to be * * * Gypsum, which complies with the requirements set forth in Exhibit A per year during the Term of the Agreement. Beginning * * *, in any particular year (Deferral Year), Lafarge may, at its sole discretion, defer up to * * * (Deferral Tonnage) to the following year, such that the required minimum to be purchased in that Deferral Year would be reduced by the Deferral Tonnage. The minimum volume under this section 1.A. in the year following the Deferral Year will be increased by an amount equal to the Deferral Tonnage. In no case can Lafarge defer tonnage as allowed in this Section 1.A. in two consecutive years. For purposes of calculating the minimum and maximum tons of dry weight Gypsum to be supplied by SynMat and purchased by Lafarge under the Agreement, Gypsum which does not meet the specifications set forth in Exhibit A shall not be included in such calculations.

B. By October 1st preceding each calendar year, Lafarge will notify SynMat in writing of the quantity of dry tons to be purchased for the following calendar year, within the parameters set forth in Section 1.A. above. For that particular calendar year, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount of a minimum of * * * Gypsum below the specified quantity and a maximum of * * * Gypsum above the specified quantity, as long as such specified quantity is within the parameters set in Section 1.A.

C. If SynMat fails to deliver the minimum amount of Gypsum set forth in Section 1.B., and SynMat’s failure to deliver is not due to an Excusable Event, as defined in Section 10, SynMat will pay to Lafarge damages equal to the price of the Gypsum currently in effect according to Section 6 for the amount up to the required minimum. Such damages shall be paid to Lafarge within thirty (30) days following receipt of Lafarge’s invoice for such damages.

D. If the amount of Gypsum which SynMat is capable of delivering to Lafarge in any calendar year from SynMat’s Facilities exceeds the maximum amount set forth above, Lafarge may accept or decline to receive the overage in its sole discretion. If Lafarge accepts the overage, the terms of this Agreement shall apply to the supply and purchase of such overage amounts.

E. Lafarge agrees to accept and pay for all Gypsum which SynMat is able to deliver up to the maximum amounts stated in Section LB. If Lafarge fails to accept Gypsum in amounts at least equal to the maximum amounts stated in Section 1.B., and Lafarge’s failure is not due to an Excusable Event, as defined in Section 10, Lafarge shall pay to SynMat damages equal to the price of the Gypsum not taken by Lafarge currently in effect according to Section 6 for the amount up to the required maximum. Lafarge shall pay such damages within thirty (30) days following receipt of SynMat’s invoice for such damages. In addition, Lafarge has the first option to purchase any amounts in excess of the maximum amounts stated in Section 1.A. or 1.B. if any Gypsum remains unsold.

F. Nothing herein shall affect the validity of Section 13.

G. The damages payable by SynMat under Section 1.C. shall be the sole remedy of Lafarge for SynMat’s failure to deliver the minimum amounts of Gypsum contained in Section 1.B. The damages payable by Lafarge under Section I.E. shall be the sole remedy of SynMat for Lafarge’s failure to take the maximum amounts of Gypsum contained in Section 1.B.

H. SynMat is recognized as one of * * *.

2.	Gypsum Specifications

Gypsum shall meet each of the specifications set forth in Exhibit “A” attached hereto. Gypsum shall be sampled according to generally accepted commercial quality practices, and its compliance with the specifications of Exhibit “A” shall be tested and documented, in accordance with the protocols set forth in Exhibit A, prior to the loading of the Gypsum on Lafarge’s barges or the storage of Gypsum at SynMat’ site. Sampling and testing shall be at SynMat’s expense. SynMat agrees to provide to Lafarge all documentation regarding sampling and testing along with shipment documents for each delivery of Gypsum within 24 hours of the day of shipment.

3.	NOD-Conforming Gypsum

Lafarge may reject or accept, in its sole discretion any Gypsum that fails to meet one or more of the specifications in Exhibit A offered to it by SynMat. If Lafarge accepts the Non-Conforming Gypsum, the Parties shall mutually agree in writing on price and delivery terms.

4.	Delivery

A. All deliveries of Gypsum shall be F.O.B. SynMat’s Facilities and the risk of loss will pass to Lafarge at that F.O.B. point. Lafarge may reallocate such risk of loss in a separate agreement between Lafarge and the entity providing transportation of the barges to Lafarge’s designated final allocation but such reallocation shall not affect SynMat. If available, a belt scale located at SynMat’s Facilities will weigh the Gypsum immediately prior to loading on the barge. If a belt scale is not available at SynMat’s Facilities, then weight shall be determined by a barge draft surveyor mutually acceptable method. In the event that a belt scale is used SynMat will test and calibrate the belt scale at least once a month in accordance with the National Institute of Standards and Technology Handbook 44 for belt scales. Lafarge shall have the right to observe the weighing of Gypsum and the testing and calibration of the belt scale. SynMat shall provide advance notice to Lafarge of the time and date of the belt scale calibration. In the event that calibration shows any scale used to weigh Gypsum to be inaccurate by more than plus or minus one half of one percent, the inaccuracy shall be presumed to have existed for one-half the number of days since the last time the scale was calibrated, and an adjustment shall be made to the next invoice to reflect the debit or credit due to such adjustment. SynMat shall provide the results of each calibration on the next invoice which is sent to Lafarge. During any period when SynMat’s belt scale is inoperable, the parties shall mutually agree to a procedure for determining quantities of Gypsum which shall permit deliveries of Gypsum to continue.

B. The maximum number of barges which SynMat’s Facilities dock is able to load in each Twenty Four (24) hour period is * * * barges. SynMat will maintain its SynMat’s Facilities harbor at Trimble County Power Station to accommodate at least * * * deep draft jumbo barges. SynMat shall provide space at SynMat’s Facilities harbor and dock for a maximum of * * * barges at any time, subject to LG&E’s approval.

Term

A. The initial term of this Agreement shall be * * * (“Term”). The Term may be extended by Lafarge for * * * (“each Renewal Term”) by Lafarge providing notice in writing to SynMat of its intent to renew the Agreement at least * * * before the expiration of the Term, or the first Renewal Term, if applicable. Such renewal is conditioned on the parties’ ability to agree, following good faith negotiations, on the price of the Gypsum to apply during the Renewal Term.

Price

A. For * * * the price shall be * * * FOB truck at SynMat’s Facilities. Beginning * * *, Lafarge shall pay SynMat a Base Price of * * *, subject to an annual adjustment on January 1st of each year starting * * *, for Gypsum loaded into Lafarge supplied barges from SynMat’s Facilities at the Trimble County Power Station during the Term of this Agreement. If SynMat is unable to provide the minimum amount of Gypsum set forth in Section 1.B. from SynMat’s Facilities at the Trimble County Power Station, SynMat shall provide Gypsum from any other of SynMat’s Facilities up to the minimum amount of Gypsum set forth in Section 1.B. The Base Price of Gypsum from any of SynMat’s Facilities will be * * * F.O.B. SynMat’s Facilities. In addition, SynMat will reimburse Lafarge for any and all additional freight cost

incurred due to not providing the minimum amount of Gypsum set forth in Section 1.B. from SynMat’s Facilities at the Trimble County Power Station. Such reimbursement shall be paid to Lafarge within thirty (30) days following receipt of Lafarge’s invoice for such damages. The annual adjustment will be calculated * * *. In no event shall the price increase or decrease more than * * * compared to the prior year. During the term of this Agreement the Adjusted Price shall never be less than the initial Base Price.

B. Lafarge will purchase and accept deliveries of Gypsum if it contains no less than * * * moisture, no more than * * * moisture, and if the Gypsum otherwise meets the specifications set forth in Exhibit A. The moisture content average shall be determined from the average moisture for each shipment and shall be weighted on a tonnage basis to calculate the average moisture content per ton of Gypsum for a given month. If the monthly average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Lafarge shall be entitled to a gypsum price discount equal to:


Moisture Content		Discount
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *

C. If the average moisture content is * * * or less, rounded to the nearest one-tenth of a percentage point, SynMat shall be entitled to an increased moisture removal incentive as follows:


Moisture Content		Incentive
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *

D. If, within twenty (20) days after Lafarge has taken title to what it believes is Gypsum meeting each of the specifications set forth in Exhibit «A”, Lafarge determines that the gypsum was Non-Conforming Gypsum at the time it took title, then Lafarge shall immediately notify SynMat. SynMat shall, within thirty (30) days of notification by Lafarge, have the right to (1) propose a price adjustment or alternative solution or (2) remove the Non-Complying Gypsum from the Lafarge Plant at SynMat’ s cost.

7.	Authority to Enter into Agreement

8.	Warranty

Subject to Lafarge’s right to reject Non-Conforming Gypsum in accordance with Section 3, SynMat warrants that it will take commercially reasonable steps to ensure that the Gypsum will comply with the specifications and testing protocols contained in Exhibit “A”. In addition, SynMat warrants that they will have, at all times during the term of this Agreement, good and marketable title to the Gypsum to be delivered hereunder, and that upon delivery of the Gypsum at the F.O.B. point, title thereto shall pass to Lafarge free and clear of all liens and encumbrances.

THE FOREGOING EXPRESS WARRANTIES SHALL BE EXCLUSIVE AND IN LIEU of ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES of MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.	Confidentiality

10.

Force Majeure

A. Neither SynMat nor Lafarge shall be liable to the other for any delay or failure in-the performance of its obligations under this Agreement when the delay or failure in performance results from causes which are beyond its reasonable control, including but not limited to fires, floods, earthquakes, tornadoes, strikes and labor disturbances, acts of God; acts of governmental authorities, inability beyond a party’s reasonable control to obtain necessary materials, fuel or energy; interruptions or curtailments of supply from the power stations at which SynMat’s Facilities are located, wrecks or delays in transportation; riots, civil disturbances or insurrection; embargoes; unplanned SynMat Facilities or unplanned Lafarge plant outages, or the inability following good faith efforts to obtain or maintain necessary permits, licenses, authorizations or approvals (“Excusable Event”), provided that the notice requirement of Section 10.8. is satisfied.

11.

Compliance with Laws

12.

Indemnification

A. Subject to Section 13 herein, Lafarge shall hold harmless and indemnify SynMat for all costs, losses, liabilities, expenses, suits, actions, claims, damages and all other obligations ,and proceedings whatsoever, including without limitation, all judgments rendered against and all fines and penalties imposed upon SynMat, and any reasonable attorneys’ fees and any other costs of litigation (hereinafter referred to as “Liabilities”) arising out of Lafarge’s use, storage, or transportation of the Gypsum supplied under this Agreement except such liabilities for which SynMat is responsible under Section 12.B.

13.

Limitation of Liability

14.

Termination

If anyone of SynMat or Lafarge files a petition in bankruptcy, or if its creditors file an involuntary petition in bankruptcy, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if it commits repeated or material violations of applicable safety laws, rules, or regulations, or if it otherwise commits a material breach of this Agreement; such party shall be in default under this Agreement, and, upon the occurrence of such default, the other party may, without prejudice to any other right or remedy, and after giving the defaulting party Thirty (30) days written notice of the default and opportunity to cure, terminate this Agreement. This Agreement shall not be so terminated if the defaulting party has cured the default, or submitted a plan for curing the default that is reasonably acceptable to the other party, within Thirty (30) days of receiving notice of the default. If the defaulting party falls to remedy the default as set forth in the plan, the other party may terminate the Agreement without further notice and without prejudice to any right or remedy available to it. After * * *, Lafarge may terminate this Agreement upon 90 days notice if Lafarge elects to close down one or both of the lines at the Silver Grove plant.

15.

Payment

SynMat shall invoice Lafarge for the total amount of Gypsum delivered each invoice period, including deductions and additions for adjustments required by the Agreement, by the 15th and the last day of each month. Lafarge shall pay by check or other mutually agreeable means such invoices within * * * from the receipt date of such invoice. Each invoice must clearly show the complete Purchase Order number provided by Lafarge. Invoices without the proper Purchase Order number will not be considered received.

16.

Notice


To SynMat:		Synthetic Materials
		244 Old Highway 149
		PO Box 87
		Cumberland City, TN 37050
		Attn: President
		Tel. No. 931-827-4075
		Facsimile No. 931-827-4125

To Lafarge:		Lafarge North America Inc.
		12950 Worldgate Dr., Suite 400
		Herndon, VA 20170
		Attn: Gypsum Director of Purchasing
		Tel. No. 703-480-3300
		Facsimile No. 703-796-9515

17.

Insurance

A. Lafarge shall obtain and maintain throughout the term of this Agreement the following policies of insurance, in amounts not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate:

(1) Hull Insurance. A policy of hull insurance insuring the barges to be provided by Lafarge for the perils insured by the Taylor Form 1953 (Rev. 70) as amended, or its equivalent, including strikes, riots and civil commotion and excluding collision liability.

(2) Protection and Indemnity Insurance. A policy of protection and indemnity insurance subject to P.I. 1955 Form SP 38 as amended, or its equivalent, including collision liability, American Institute Pollution Exclusion Clause and Buy Back Endorsement A (July 4, 1976).

(4) Other Coverage. Policies covering other risks in such amounts as deemed prudent by Lafarge, which shall exclusively bear all loss of cargo after delivery of the Gypsum at the F.O.B. point and other risks associated with the operation and navigation of the barges to be provided by Lafarge while the barges are in Lafarge’s possession. In addition, Lafarge shall carry workers’ compensation, longshoremen’s, harborworkers’ and/or Jones Act coverage, as required by law.

(5) The insurance required hereunder shall be placed with reputable, competent, and properly licensed insurers and underwriters or self-insured. Certificates of Insurance (or written notice that such insurance requirements are fulfilled by self-insurance) shall be delivered to SynMat prior to the commencement of the delivery of Gypsum hereunder. The certificates shall state that the policies of insurance may not be canceled or modified without Thirty Days prior written notice to SynMat. Lafarge shall pay all premiums and other costs of insurance required hereunder. These insurance requirements may be covered by umbrella policies of insurance or by self-insurance maintained by Lafarge.

B. SynMat shall obtain and maintain throughout the term of this Agreement the following policies of insurance:

(1) Commercial and Marine General Liability Insurance, including Wharfinger’s, landing owner’s, and SynMat’s stevedoring covering SynMat’s obligations under this Agreement with limits of liability of $2,000,000.00. Lafarge shall be named as additional insured under this policy and the policies shall be provided on an occurrence form.

(2) Other Coverage. Policies covering other risks in such amounts as deemed prudent by SynMat, including statutory workers’ compensation and employer’s liability with coverage for longshoremen’s and harborworkers’ and/or Jones Act coverage, as required by law; commercial general liability and umbrella excess liability policies in amounts not less than $2,000,000 per occurrence/accident and in the aggregate.

18.

Taxes

19.

Miscellaneous

A. SynMat and Lafarge shall waive subrogation against each other under their insurance policies.

B. In the event that any of the provisions or portions thereof of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof shall not be affected thereby.

E. Sections 1G, 8, 9, 11(c), 12, 13, 15, 16, 18, and 19.G. shall survive the termination of this Agreement.

G. If clause F. does not resolve the situation then the parties shall proceed to arbitration. Any dispute, controversy or claim arising out of or the relating to this Agreement, or breach thereof, shall he settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. Such award shall be binding on all parties and unappealable. The arbitration, conducted in English, shall be held in New York, New York, United States of America.

H. The rights and obligations of the parties arising out of this Agreement shall be governed in all respects by the laws of the Commonwealth of Kentucky. The parties agree that the arbitration award above may be litigated in the courts, in the County of Trimble, Commonwealth of Kentucky. The parties agree that such courts are convenient forums and irrevocably submit to personal jurisdiction of such Courts.

I. This Agreement constitutes the entire agreement between the parties and supersedes all previous and collateral agreements or understandings with respect to the subject matter hereof.

J. No waiver, alteration, amendment or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the duly authorized representatives of the parties.

The parties have signed this Agreement by their duly authorized representatives effective on the last date below.


SYNMAT:
SYNTHETIC MATERIALS

By:		/s/ Sean P. Colgan

Title:		Chairman

Date:		17 December, 2007


LAFARGE:
LAFARGE NORTH AMERICA INC.

By:		/s/ Ike Preston

Title:		Ike Preston

Date:		12/26/07

Exhibit A

* * *

Exhibit 10.6

Certain confidential information has been omitted from this Exhibit 10.6 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.6 where the omitted information appeared in the original.

GYPSUM CONTRACT

This Gypsum Contract (this “Contract”) is made and entered into as of August 9, 1999, by and between Seminole Electric Cooperative, Inc., an electric generation and transmission cooperative corporation organized under the laws of the State of Florida (together with its successors and assigns, “Seminole”) and the operator of the Seminole Electric Plant located at 890 North Highway 17, Palatka, Florida 32178 (the “Seminole Plant”), and Lafarge Corporation, a Maryland corporation (together with its successors and assigns, “Lafarge”). In this Contract, Seminole and Lafarge are sometimes collectively referred to as the “Parties” and individually as a “Party”.

RECITALS:

WHEREAS, Seminole operates the Seminole Plant in order to generate electric energy and incident thereto produces scrubber spent slurry which must be disposed of; and

WHEREAS, Seminole desires to install equipment at the Seminole Plant necessary to convert scrubber spent slurry generated at the Seminole Plant into Complying Gypsum (as defined in Section 1 below); and

WHEREAS, Seminole desires to sell to Lafarge the Complying Gypsum (and all Non-Complying Gypsum (as defined in Section 1 below) that Lafarge in its sole discretion elects to purchase) produced by the Seminole Plant, subject to the terms and conditions set forth in this Contract; and

WHEREAS, Lafarge desires to purchase the Complying Gypsum (and all Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase) produced by the Seminole Plant, subject to the terms and conditions set forth in this Contract; and

WHEREAS, upon sale and delivery of the Complying Gypsum (and all Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase) to Lafarge as provided herein, Lafarge will have all right, title and interest in and to, and ownership of, the Complying Gypsum (and all such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase); and

WHEREAS, Lafarge may use such Complying Gypsum (and all Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase) to produce wallboard, cement or other products at the Lafarge Plant (as defined in Section 1 below) or at any of its other plants, properties or operations; and

WHEREAS, the Parties have entered into a Letter of Intent (as defined in Section 1 below) which provides, among other things, that the Parties will use their commercially reasonable efforts to enter into a Definitive Agreement (as defined in the Letter of Intent) on or before August 13, 1999 with respect to matters relating to, among other things, the sale and delivery of Complying Gypsum (and an such Non-Complying Gypsum as Lafarge elects to purchase) to Lafarge; and

WHEREAS, this Contract is the Definitive Agreement provided for in the Letter of Intent.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration described herein, the receipt and sufficiency of which are, hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

The following terms shall have the meanings specified below:

“AAA” means the American Arbitration Association.

“Affected Party” means the Party whose performance of its obligations under this Contract is adversely affected by an Excusable Event.

“Agreement of Sale and Purchase” means the Agreement of Sale and Purchase between the Parties in the form attached hereto as Exhibit B.

“Alternative Complying Gypsum” means alternative gypsum (either natural or synthetic), not produced by the Seminole Plant, which complies with each of the Specifications applicable to natural gypsum or synthetic gypsum, as the case may be.

“Annual Adjustment” means the annual adjustment of the applicable price per ton, as provided in and calculated in accordance with Section 9(a) hereof.

“Annual Tonnage Notice” shall have the meaning given to such term in Section 4(g) hereof.

“Arbitrators” means the arbitrator or arbitrators, as the case may be, contemplated by and selected in accordance with Section 25(d) hereof.

“BLS” means the U.S. Bureau of Labor-Bureau of Labor Statistics, and any successor entity.

“Commencement Date” means January 1, 2001.

“Compliance Payment” shall have the meaning given to such term in Section 5(b) hereof.

“Complying Gypsum” means Material which complies with each of the Specifications.

“Confidential Information” shall have the meaning given to such term in Section 11 hereof

“Contract” shall have the meaning given to such term in the introductory paragraph hereof.

“Contract Year” or “Contract Years” means a calendar year or years.

* * *.

“Conversion Equipment” means all such equipment required to convert the scrubber spent slurry generated at the Seminole Plant into Complying Gypsum.

“Conveyor Easement and Limited Access Easement” means the easement granted to Lafarge by Seminole and relating to the Lafarge Conveyor, in the form attached to the Agreement of Sale and Purchase.

“Dispute” shall have the meaning given to such term in Section 25(a) hereof.

“Event of Default” shall have the meaning given to such term in Section 17(a) hereof.

“Excess Tonnage” shall have the meaning given to such term in Section 4(f) hereof.

“Excess Tonnage Notice” means the annual written notice to be provided by Seminole to Lafarge which forecasts the Excess Tonnage, if any, Seminole then anticipates the Seminole Plant will produce during the Contract Year to which such Excess Tonnage Notice applies.

“Excusable Event” shall have the meaning given to such term in Section 12(b) hereof.

“Good Utility Practice” means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good utility practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others but rather to be acceptable practices, methods and acts generally accepted in the region, the region being the Florida Reliability coordinating Council or its successor; provided , however , that Good Utility Practice shall include compliance with all applicable federal, state, county, municipal ‘and local laws, rules, regulations and ordinances,

“Gypsum Price Discount” means * * * of Complying Gypsum.

“Indexed Gypsum Price” shall have the meaning and shall be determined as set forth in Section 9(b) hereof.

“Initial Gypsum Price” means * * * of Complying Gypsum.

“Initial Term” means the period of time beginning on the Commencement Date and ending on * * *.

“Lafarge” means Lafarge Corporation, a Maryland corporation, together with its successors and assigns.

“Lafarge Back-up Storage Site” means the 20-acre site located at the Seminole Plant referred to in Section 14 hereof, the use of which is to be granted to Lafarge by Seminole pursuant to the License Agreement to be executed by and between Seminole and Lafarge in the form attached to the Agreement of Sale and Purchase (the “Backup Storage Agreement”).

“Lafarge Conveyor” means a conveyor system to be constructed, owned, operated and maintained by Lafarge to be located on the property subject to the Conveyor Easement and Limited Access Easement between the Lafarge Plant and the Seminole Plant’s effluent processing facility’s radial stacker/conveyor.

“Lafarge-Indemnified Liabilities” shall have the meaning given to such term in Section 15(a) hereof.

“Lafarge Plant” means a new facility to be constructed by Lafarge in the Palatka, Florida area adjacent to or in the vicinity of the Seminole Plant.

“Lafarge Plant Storage Site” means the storage site to be located at the Lafarge Plant in accordance with Section 2(b) hereof.

“Letter of Intent” means that certain letter agreement dated May 7, 1999, by and between Seminole and Lafarge.

“Lien” means any lien, charge, claim, pledge, security interest or other encumbrance of any type whatsoever.

“Material” means the synthetic gypsum material which is produced (by means of the Conversion Equipment) as a result of the conversion of the scrubber spent slurry generated at the Seminole Plant into a material with different chemical properties than the unconverted scrubber spent slurry, but prior to sampling, evaluation and testing to determine whether it is Complying Gypsum.

“Maximum Amount” shall have the meaning given to such term in Section 4(c) hereof.

“Maximum Tonnage Shortfall” shall have the meaning given to such term in Section 4(c) hereof.

“Minimum Amount” shall have the meaning given to such term in Section 4(b) hereof.

“Minimum Tonnage Shortfall” means any failure of Seminole to sell and deliver to Lafarge the applicable Minimum Amount of Complying Gypsum set forth in Section 4(b) hereof.

A Minimum Tonnage Shortfall shall be calculated by deducting the amounts of Complying Gypsum sold and delivered by Seminole to Lafarge during any contract period from the Minimum Amount applicable to such contract period.

“Moisture Adjustment” means the Premium Amount and/or the Compliance Payment, as the case may be.

“Non-Complying Gypsum” means any Material which is not Complying Gypsum.

“Offer” means any bona fide written offer reasonably acceptable to Seminole that Seminole may from time to time receive from an independent third party with respect to such third party’s desire to purchase Complying Gypsum or Non-Complying Gypsum, as the case may be, or any bona fide written offer that Seminole may from time to time deliver to an independent third party with respect to Seminole’s desire to sell Complying Gypsum or Non-Complying Gypsum, as the case may be.

“Party” means Seminole or Lafarge, as the case may be, and “Parties” means both Seminole and Lafarge.

“Point of Delivery” shall have the meaning given to such term in Section 7(a) hereof

“Premium Amount” shall have the meaning given to such term in Section 5(b) hereof.

“Renewal Term” shall have the meaning given to such term in Section 8(b) hereof.

“Second Year Gypsum Price” means the price per ton of * * *.

“Seminole” means Seminole Electric Cooperative, Inc., an electric generation and transmission cooperative corporation organized under the laws of the State of Florida and the operator of the Seminole Plant, together with its successors and assigns.

“Seminole-Indemnified Liabilities” shall have the meaning given to such term in Section 15(b) hereof.

“Seminole Plant” means the Seminole Electric Plant located at 890 North Highway 17, Palatka, Florida 32178. As used herein, the Seminole Plant shall include, among other facilities, two coal-fired electric generation units, known as Seminole Unit 1 with a net rated capacity of 620 MW and Seminole Unit 2, with a net rated capacity of 620 MW.

“Specifications” means the specifications applicable to natural gypsum or synthetic gypsum, as the case may be, set forth on Exhibit A attached hereto and incorporated herein.

“tonnage and “Ton” shall mean a short ton (2,000 pounds) and not a long ton (2,240 pounds) or a metric ton (2,204.6 pounds), and all references to tons, tonnage and other quantities or amounts shall be on a dry weight basis.

“UCC” means the Uniform Commercial Code as enacted by the State of Florida, as the same may from time to time be amended.

2. Certain Obligations; Termination Under Certain Circumstances.

(a) Installation of Conversion Equipment . Unless otherwise agreed to by the Parties in writing on or before November 2, 1999, Seminole shall exercise due diligence to obtain, on or before November 2, 1999, and at its own expense, the National Pollutant Discharge Elimination System Permit (NPDES); the Modification of the Seminole Power Plant siting Act Certification Permit (PPSA); and all such other permits, approvals, consents, waivers, authorizations and licenses, and shall execute all such other agreements in connection therewith, which are or may be required in order for Seminole to install and operate the Conversion Equipment at the Seminole Plant and which grant to Seminole the right to enter into and perform this Contract or which authorize Seminole to enter into and perform this Contract. Seminole shall use its commercially reasonable efforts to complete the installation of the Conversion Equipment, at its expense, on or before December 31, 2000; however Seminole’s failure to complete such installation on or before December 31, 2000 shall not be deemed a, breach of this Contract so long as (i) Seminole is proceeding with due diligence to complete such installation and (ii) Seminole provides Lafarge with Alternative Complying Gypsum in the amounts at the times and for the price set forth in this Contract notwithstanding the failure so to complete such installation.

(b) Lafarge Plant . Unless otherwise agreed to by the Parties in writing (i) on or before September 30, 1999, Lafarge shall exercise due diligence to submit, on or before September 30, 1999, and at its own expense, applications relating to all such permits, approvals, consents, waivers, authorizations and licenses, and shall execute all such agreements in connection therewith, which are or may be required in order for Lafarge to construct the Lafarge Plant, and (ii) on or before December 31, 2000, Lafarge shall commence construction, at its sole expense, of the Lafarge Conveyor and the Lafarge Plant, each of which will be located adjacent to or in the vicinity of the Seminole Plant. The Lafarge Conveyor and the Lafarge Plant will, at all times during the Initial Term and any Renewal Term(s) of this Contract after such construction is completed, be adequate and capable of receiving and processing such quantities of Complying Gypsum as the Seminole Plant produces, up to the applicable Maximum Amount. Included within the Lafarge Plant shall be all such ancillary facilities, including, without limitation, rail spurs, conveyor systems, the Lafarge Plant Storage Site, and water and sewage systems, as are necessary or appropriate for its operation as contemplated herein. Lafarge shall use its commercially reasonable efforts to complete the preparation of the Lafarge Plant Storage Site on or before October 1, 2000. The failure of Lafarge to fulfill any or all of the requirements of this Section 2(b)(ii) shall not be deemed a breach of this Contract and Seminole’s sole remedy for such failure shall be reversion of the site of the Lafarge Plant as provided for in the Agreement of Sale and Purchase which is attached hereto as Exhibit 13. In the event that the Lafarge Conveyor and Lafarge Plant are not during the Initial Term and any Renewal Term(s) of this Contract adequate and capable of receiving and processing such quantities of Complying Gypsum as the Seminole Plant produces, up to the applicable Maximum Amount, then Lafarge shall (i) accept and dispose of such quantities of Complying Gypsum, up to the applicable Maximum Amount, (ii) pay for such Complying Gypsum in accordance with the terms of this Contract and (iii) otherwise comply with the terms of this Contract. For purposes of this paragraph, the term “commence construction” shall mean that Lafarge has incurred $1,000,000 in costs of permanent improvements to the Property (as defined in the Warranty Deed between Seminole and Lafarge).

(c) Land Purchase and Sale . Unless the Parties otherwise agree in writing on or before November 5, 1999, in the event the purchase and sale of the real property anticipated to be the site of the Lafarge Plant (as contemplated by that certain Agreement of Sale and Purchase between the Parties and attached hereto as Exhibit B) shall for any reason fail to be consummated on or before November 5, 1999, unless such date is extended pursuant to the terms and provisions of the Agreement of Sale and Purchase, this Contract and each of the obligations of the Parties set forth herein shall, except for the confidentiality obligations of the Parties set forth in Section 11 hereof (which confidentiality obligations shall survive any such termination), be terminated and be null and void as of November 5, 1999; provided, however, that if on November 5, 1999, either Party has notified the other Party that it is seeking specific performance with respect to the Agreement of Sale and Purchase, then such termination shall only occur on the earlier of (i) termination by the Party seeking specific performance of the Agreement of Sale and Purchase and (ii) a final determination by a court having jurisdiction, and conclusion of all applicable appeals, denying the claims for specific performance.

(d) Certain Notifications . Each of the Parties hereby agrees to notify the other Party upon its receipt of each of the permits, approvals, consents, waivers, authorizations and licenses described in this Section 2 to be obtained by it and upon its execution of each of the agreements described in this Section to be executed by it. In addition, each of the Parties hereby agrees promptly to notify the other Party upon being informed or upon becoming aware that such Party will not or may not receive any such permit, approval, consent, waiver, authorization or license, or will not or may not execute any such agreement.

(e) Termination . This Contract and the transactions contemplated herein (i) may be terminated at any time upon the mutual written agreement of the Parties, (ii) unless otherwise agreed to by the Parties in writing, will be terminated without further action of the Parties in the event that Seminole fails to obtain any permit, approval, consent, waiver, authorization or license described in Section 2(a) hereof on or before November 2, 1999 or fails to execute any agreement described in Section 2(a) hereof on or before November 2, 1999, and (iii) unless otherwise agreed to by the Parties in writing, will be terminated without further action of the Parties in the event that Lafarge fails to submit applications relating to any permit, approval, consent, waiver, authorization or license described in Section 2(b) hereof on or before September 30, 1999 or fails to execute any agreement described in Section 2(b) hereof on or before September 30, 1999. If this Contract and the transactions contemplated by this Contract are terminated as provided in this Section 2(e), neither Party shall have any liability or further obligation to the other Party other than the confidentiality obligations set forth in Section 11 hereof.

2A.

Amendment of Support Agreement; Security Arrangements.

(a) Amendment of Support Agreement . Seminole shall on or prior to the Commencement Date (January 1, 2001) provide to Lafarge (in form and substance reasonably acceptable to Lafarge) (1) an amendment (the “Amendment”) to the Support Agreement, dated December 7, 1984, between The Bank of New York (successor to CBT Trust Company of Florida, National Association), as Owner Trustee (the “Unit 2 Owner Trustee”), and Seminole, duly executed and delivered by each of the Unit 2 Owner Trustee and Seminole, in which the Unit 2 Owner Trustee (i) acknowledges and agrees to the existence of this Contract and concurs

with Seminole’s obligations hereunder, (ii) acknowledges and agrees that the scrubber spent slurry generated by the operation of Seminole Unit 2 and converted into synthetic gypsum shall be dedicated solely to the satisfaction of Seminole’s obligations under this Contract in accordance with its terms, and (iii) agrees to make its agreements set forth in clauses (i) and (ii) above binding upon any successor to or assignee of all or any portion of the Unit 2 Owner Trustee’s interest in or operation of Seminole Unit 2 or any owner, lessee or operator of Seminole Unit 2, and (2) an agreement of the Unit 2 Owner. Trustee that if it shall come into possession and control of Unit 2 in circumstances where Seminole shall not be the Operator of the Common Facilities (as defined in the Unit 2 Lease, as defined in paragraph (b) below) used in the operation of Seminole Unit 1 and Seminole Unit 2, it (i) will offer to sell and deliver to Lafarge all such Complying Gypsum which may be produced through the operation of Seminole Unit 2 in an amount up to * * * of the Maximum Amount for the price set forth in Section 9 hereof and (ii) will offer to sell and deliver to Lafarge all Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase according to the terms set forth in Section 6. If, but only if the Amendment described in clause (1) and the agreement described in clause (2) are not forthcoming on or prior to the Commencement Date (January 1, 2001), Seminole shall on or prior to the Commencement Date (January 1, 2001) execute and deliver to Lafarge either:

(b) Escrow and Security Agreement . An Escrow and Security Agreement (the “Escrow and Security Agreement”) substantially in the form attached hereto as Exhibit C.

(c) Corporate Guarantee . A corporate guarantee of an unaffiliated entity, the senior unsecured, unenhanced, debt obligations or claims paying ability of which are rated at least A+ by Standard & Poor’s Corporation, guaranteeing amounts payable under Section 4(d)(ii) of this Contract up to the maximum amount from time to time set forth on Exhibit D; or

(d) Standby Letter of Credit . A standby letter of credit of a bank, the senior, unsecured, unenhanced debt obligations of which are rated at least A by Standard & Poor’s Corporation, payable from time to time in a maximum drawing amount from time to time set forth on Exhibit D, if Seminole shall fail to pay any amounts owed Lafarge under Section 4(d)(ii) of the Contract. The Letter of Credit shall name Lafarge as beneficiary and shall be drawable (i) upon presentation of a certificate, signed by a responsible officer of Lafarge, certifying a failure to pay under Section 4(d)(ii) of this Contract or, (ii) absent the extension of the Letter of Credit or the establishment prior to the expiry date of this Letter of Credit of a substitute Letter of Credit or other security arrangements permitted under Subsections 2A(a), (b) or (c), three (3) days prior to the expiration of the Letter of Credit.

(e) Best Efforts . Seminole shall use its reasonable best efforts to obtain the Amendment and agreement described in the first sentence of Section 2A(a) promptly upon execution of this Contract. In addition, Seminole shall use its reasonable best efforts on or prior to January 1, 2001, to provide Lafarge (in form and substance reasonably acceptable to Lafarge) (1) an amendment to the Operating and Support Agreement, dated as of December 15, 1997 among State Street Bank and Trust Company, as owner trustee under three separate trusts, and Seminole to the same effect with respect to Seminole Unit 1 as the Amendment provides with respect to Seminole Unit 2 and (2) an agreement of the owner trustees owning undivided leasehold interests in Seminole Unit 1 and the Common Facilities, and any other necessary parties, to the same effect with respect to Seminole Unit 1 as the agreement described in clause (2) of the first sentence of Section 2A(a) provides with respect to Seminole Unit 2.

(f) Termination of Seminole’s Obligations . If Seminole shall at any time during the Initial Term of this Contract purchase Seminole Unit 2 from the Unit 2 Owner Trustee, or exercise a renewal option (running at least until the end of the Initial Term of this Contract) under Article V of that certain Lease Agreement dated as of December 7, 1984 between The Bank of New York (successor to CBT Trust Company of Florida, National Association) and Seminole (the “Unit 2 Lease”), Seminole’s obligations under Subsections 2A(a), (b), (c), (d) and the first sentence of (e) shall terminate and be of no further force and effect so long as no amount shall be due by Seminole under Section 4(d)(ii) hereof at such time.

Seminole will be free during the Initial Term of this Contract, to change the security arrangements set forth in this Section 2A so long as one of the conditions described in subsections (a), (b), (c) or (d) above shall be satisfied ( e.g. , upon expiration of a letter of credit, Seminole could provide the Escrow and Security Agreement, the Corporate Guarantee or the Amendment).

3. Maintenance of Conversion Equipment and Seminole Plant . Seminole shall at all times during the Initial Term and any Renewal Term(s) of this Contract, at its sole expense, operate and maintain (and if necessary retrofit or replace) the Conversion Equipment and the Seminole Plant in accordance with Good Utility Practice and in a condition capable of producing at least the applicable Minimum Amount of Complying Gypsum in each one-, two- or three-Contract Year period (as the case may be) during which this Contract remains in effect. Lafarge shall have the right, upon reasonable notice and during normal business hours, to conduct such inspections of the Seminole Plant, including, without limitation, the Conversion Equipment, and the areas adjacent to and in the vicinity of the Lafarge Conveyor, as Lafarge may reasonably request.

4. Purchase and Sale of Complying Gypsum; Remedies for Failure to Sell or Purchase; Related Matters.

(a) Purchase and Sale . Seminole agrees to sell and deliver to Lafarge, and Lafarge agrees to purchase from Seminole, all such quantities of Complying Gypsum as are produced by the Seminole Plant during the Initial Term and any Renewal Term(s) of this Contract, subject to and in accordance with the provisions of subsections (b) and (c) hereof with respect to the applicable Minimum Amount and the applicable Maximum Amount. The Initial Term during which Seminole must sell and deliver Complying Gypsum to Lafarge, and Lafarge must purchase Complying Gypsum from Seminole, shall commence on the Commencement Date, such delivery to be in accordance with Section 7(a) hereof. Seminole shall provide Lafarge with at least thirty (30) days’ prior written notice of the anticipated availability of any quantity of Complying Gypsum produced by the Seminole Plant before January 1, 2001 and shall offer to sell and deliver such Complying Gypsum to Lafarge. Lafarge shall respond with its written acceptance or rejection of any such offered Complying Gypsum within five (5) business days of its receipt of Seminole’s notice relating thereto, and shall make commercially reasonable efforts to purchase and take delivery of, any such Complying Gypsum as may be produced by the Seminole Plant and offered to it by Seminole before January 1, 2001. In no event, however,

shall Lafarge be obligated to purchase and take any Complying Gypsum produced by the Seminole Plant before January 1, 2001. Any sale by Seminole to Lafarge and any purchase by Lafarge from Seminole of Complying Gypsum produced by the Seminole Plant before January 1, 2001 shall be at a price per Ton equal to the Initial Gypsum Price and otherwise in accordance with each of the other terms and provisions of this Contract.

(b) Minimum Amount . Seminole and Lafarge agree that the minimum amount of Complying Gypsum to be sold and delivered by Seminole to Lafarge hereunder (whether or not produced by the Seminole Plant) shall be (i) a minimum total of * * * of Complying Gypsum during the approximately * * * consisting of Contract Year * * * and Contract Year * * *, at least * * * of which shall be sold and delivered to Lafarge during Contract Year * * *, (ii) a minimum total of * * * of Complying Gypsum during the * * * consisting of Contract Years * * *, and (iii) during all * * * commencing with the * * * consisting of Contract Years * * *, a minimum total of * * * of Complying Gypsum in such * * * and in each * * * thereafter (on a rolling basis, for example, the * * * consisting of Contract Years * * *; the * * * consisting of Contract Years * * *; the * * * consisting of Contract Years * * *; etc.) during the Initial Term of this Contract (such amounts described in clauses (i-iii) hereof, as applicable, the “Minimum Amount”). If the quantity of Complying Gypsum sold and delivered to Lafarge by Seminole during either Contract Years * * * of the Initial Term of this Contract does not meet or exceed * * *, such quantity will be presumed, for the limited purpose of calculating the total applicable to either Contract Year * * * or Contract Year * * *, to be equal to * * *. The Minimum Amount applicable to any contract period during any Renewal Term(s) of this Contract shall be agreed upon by the Parties following good faith negotiations as set forth in Section 8(b) hereof.

(c) Maximum Amount . Notwithstanding anything to the contrary set forth in this Contract, Seminole and Lafarge agree that Lafarge shall be obligated under this Contract to purchase from Seminole (i) no more than a total of * * * of Complying Gypsum during the * * * consisting of Contract Year * * * and Contract Year * * * (no more than * * * of which must be purchased by Lafarge during Contract Year * * *), (ii) no more than * * * of Complying Gypsum during the * * * consisting of Contract Years * * *, and (iii) during all * * * commencing with the * * * consisting of Contract Years * * *, no more than a total of * * * of Complying Gypsum in such initial * * * and in each successive * * * thereafter (on a rolling basis, for example, the * * * consisting of Contract Years * * *; the * * * consisting of Contract Years * * *; the * * * consisting of Contract Years * * *; etc.) during the Initial Term and any Renewal Term(s) of this Contract (such amounts described in clauses (i-iii) hereof, as applicable, the “Maximum Amount”). In the event Lafarge fails to purchase and take any tendered amount of Complying Gypsum up to the applicable Maximum Amount set forth herein (a “Maximum Tonnage Shortfall”), such Maximum Tonnage Shortfall shall be calculated by deducting the amounts of Complying Gypsum Lafarge purchases and takes from Seminole during any * * * (as the case may be) from the Maximum Amount applicable to such * * *.

(d) Lafarge’s Remedies for Seminole’s Failure to Deliver Applicable Minimum Amount .

(i) The occurrence of any Minimum Tonnage Shortfall shall, unless such Minimum Tonnage Shortfall is due to an Excusable Event, entitle Lafarge to recover from Seminole damages in the amount of the commercially reasonable costs incurred by Lafarge in

order to purchase and have delivered to the Lafarge Plant replacement gypsum (either natural or synthetic) which complies with each of the Specifications in respect of the Minimum Tonnage Shortfall, subject to the following limitations. No damages shall be payable by Seminole to Lafarge in respect of a Minimum Tonnage Shortfall (x) if Seminole obtains, sells, transports and delivers to Lafarge Alternative Complying Gypsum in amounts sufficient to render the total sale and delivery of Complying Gypsum and Alternative Complying Gypsum to Lafarge during the period in which the Minimum Tonnage Shortfall occurs at least equal to the Minimum Amount applicable to such period, or (y) to the extent Lafarge elects in its sole discretion not to replace such Minimum Tonnage Shortfall as hereinafter provided. The Alternative Complying Gypsum may be produced at a location other than the Seminole Plant or be from any other source so long as it satisfies each of the Specifications set forth on Exhibit A attached hereto and incorporated into this Contract, in which event it shall be deemed to be Complying Gypsum for purposes of this Contract.

(ii) All costs incurred by Seminole in connection with obtaining, selling, transporting and delivering to Lafarge at the Point of Delivery any such Alternative Complying Gypsum shall be paid by Seminole, and in respect of any such Alternative Complying Gypsum Lafarge shall only be obligated to pay Seminole the applicable price per Ton for Complying Gypsum, as set forth in and adjusted pursuant to Section 9 hereof. In addition thereto, in the event Seminole for any reason (other than an Excusable Event) or for no reason fails to deliver to Lafarge at least the applicable Minimum Amount of Complying Gypsum during any * * * (as applicable) period during the Initial Term or the Minimum Amount applicable to any contract period during any Renewal Term(s), as the case may be, then Lafarge shall have the right to procure, in its own name and from any source without limitation, such amounts of Alternative Complying Gypsum which, when taken together with the amounts of Complying Gypsum and Alternative Complying Gypsum sold and delivered by Seminole to Lafarge during such period, if any, will be equal to the Minimum Amount applicable to such period. All costs reasonably incurred by Lafarge in connection with obtaining and transporting to the Lafarge Plant any such Alternative Complying Gypsum (including the applicable purchase price therefor and all transportation and delivery costs) that are in excess of the applicable price per ton, as set forth in and adjusted pursuant to Section 9 hereof, shall be at the sole cost and expense of Seminole, which shall reimburse Lafarge within 30 days after receipt of Lafarge’s invoice therefor. Lafarge may add * * * per month to any invoice amount which is not paid when due. In the event that any amount due by Seminole to Lafarge shall remain outstanding for a period of sixty (60) days from receipt of Lafarge’s invoice, then Lafarge shall be entitled to deduct such outstanding amount, plus applicable interest, from its succeeding payment(s) to Seminole.

(e) Seminole’s Remedies for Lafarge’s Failure to Take up to Applicable Maximum Amount .

(i) Lafarge shall purchase and pay for all Complying Gypsum which Seminole tenders for delivery in any * * * (as applicable) period during the Initial Term of this Contract, up to the Maximum Amount applicable to such period. The occurrence of any Maximum Tonnage Shortfall shall, unless such failure is due to an Excusable Event, entitle Seminole to pursue any such rights and remedies as are set forth in Section 4(e)(ii) of this Contract, subject to the limitations and obligations of Seminole set forth in Section 4(e)(ii).

(ii) Seminole shall be obligated to make commercially reasonable efforts to sell any Complying Gypsum which Lafarge fails to purchase (up to the applicable Maximum Amount) to one or more third parties at a commercially reasonable purchase price to be paid by such third parties, and in the event of any such sale at a commercially reasonable purchase price, shall credit Lafarge with all such purchase price amounts received by Seminole in respect of such sale. After Seminole makes such efforts to sell the Complying Gypsum to third parties for a commercially reasonable purchase price, Lafarge shall in respect of any such Maximum Tonnage Shortfall pay Seminole an amount equal to the sum of (x) the applicable price per ton, as set forth in and adjusted pursuant to Section 9 hereof, for every tendered Ton up to the Maximum Amount which Lafarge fails to purchase, plus (y) any such costs as are reasonably incurred by Seminole in connection with its sale or disposal of any quantity of the Maximum Tonnage Shortfall that is sold or disposed of by Seminole, less (z) any amounts to be credited to Lafarge as described in the immediately preceding sentence; and Lafarge shall reimburse Seminole within 30 days after receipt of Seminole’s invoice therefor.

(f) Right to Purchase and Take Excess Tonnage . If the amount of Complying Gypsum which Seminole is capable of delivering to Lafarge in any * * * (as applicable) period during the Initial Term or any Renewal Term(s) of this Contract exceeds the Maximum Amount applicable to such * * *, as the case may be (such amount of Complying Gypsum that exceeds the applicable Maximum Amount, “Excess Tonnage”), then Lafarge shall have the right to purchase and take delivery of any or all of such Excess Tonnage at the applicable price per ton, as set forth in and adjusted pursuant to Section 9 hereof. Each Contract Year Seminole shall provide the Excess Tonnage Notice to Lafarge within fifteen (15) days before the anticipated completion of Seminole’s delivery to Lafarge during such Contract Year of quantities of Complying Gypsum equal to (i) the applicable Maximum Amount less (ii) approximately * * *. Lafarge shall have a period of thirty (30) days after its receipt of an Excess Tonnage Notice to elect to purchase and take any or all of the Excess Tonnage described therein. In the event Lafarge elects not to purchase and take delivery of all or any part of the Excess Tonnage described in an Excess Tonnage Notice, then Seminole shall have the right to sell, store or otherwise dispose of the Excess Tonnage which Lafarge elects not to purchase and take, at Seminole’s discretion, without any liability owed by Lafarge to Seminole in connection therewith.

(g) Annual Projections . Seminole and Lafarge each agree to provide the other, within thirty (30) business days before the end of each Contract Year occurring during the Initial Term and any Renewal Term(s) hereof, a projection of the quantities of Complying Gypsum to be produced or utilized, as the case may be, by such Party during the subsequent Contract Year (the “Annual Tonnage Notice”). Lafarge presently intends to use the Complying Gypsum produced by the Seminole Plant in the manufacture of wallboard, cement or other products.

(h) Absolute Obligation to Sell and Deliver and to Purchase and Take . Lafarge and Seminole each agree that this Contract constitutes the indefeasible obligation of Seminole to sell and deliver, and Lafarge to purchase and take, Complying Gypsum and/or Alternative Complying Gypsum, regardless of source, during the Initial Term hereof in accordance with the terms and conditions of this Contract, and such obligations shall not be excused or lessened in any way during the Initial Term by any change in Seminole’s rights with respect to the use, operation or ownership of the Seminole Plant, unless such change is due to an Excusable Event.

5. Complying Gypsum; Moisture Content; Invoice Adjustments.

(a) Complying Gypsum . Material shall constitute Complying Gypsum only if after sampling, evaluation and testing it is determined to comply with each of the Specifications. All Material intended by Seminole to be sold and delivered to Lafarge shall be sampled prior to delivery (as delivery is described in Section 7 hereof), and its compliance status with respect to the Specifications shall be determined in accordance with the test method protocols set forth on Exhibit A. All such sampling and compliance status determinations shall be at Seminole’s sole expense. Lafarge shall have the right to observe the sampling and testing of the Material’s compliance status with respect to the Specifications. Sampling and testing of the Material’s compliance status with the Specifications shall occur immediately prior to the Point of Delivery in the manner and in the frequencies set forth on Exhibit A. Seminole shall retain all such samples at the Seminole Plant in a manner which precludes the co-mingling of any samples, for a period of seven (7) days after the date of completion of analysis, and during such retention period, Seminole shall make the applicable sample(s) available to Lafarge, for testing by Lafarge, at its expense, upon Lafarge’s written request.

(b) Moisture Adjustment . Complying Gypsum sold and delivered to Lafarge in any Contract Year during the Initial Term and any Renewal Term(s) and having an annual weighted average moisture content between * * * and * * * shall be sold and delivered to Lafarge for the price per Ton applicable to such Contract Year, as provided in and adjusted pursuant to Section 9 hereof, without taking into account any Moisture Adjustment. If the annual weighted average moisture content of Complying Gypsum sold and delivered to Lafarge in any Contract Year during the Initial Term or any Renewal Term(s), as the case may be, exceeds * * * but is not greater than * * *, rounded to the nearest one-tenth of a percentage point, Lafarge shall be entitled to a credit for a compliance payment (“Compliance Payment”) in respect of such Contract Year, to be applied as set forth in subsection (c) hereof, equal to:


Moisture Content		Compliance Payment
* * *		* * *
* * *		* * *

If the annual weighted average moisture content of Complying Gypsum sold and delivered to Lafarge in any Contract Year during the Initial Term or any Renewal Term(s), as the case may be, is less than * * * but is not less than * * * , rounded to the nearest one-tenth of a percentage point, the applicable price per ton, as provided in and adjusted pursuant to Section 9 hereof, shall be increased by an amount (“Premium Amount”), to be charged as set forth in subsection (c) hereof, as follows:


Moisture Content		Premium Amount
* * *		* * *
* * *		* * *

The moisture content of all Material intended to be sold and delivered by Seminole to Lafarge pursuant to this Contract shall be determined by Seminole at the frequencies and in accordance with the test method applicable to moisture set forth on Exhibit A. All such twice-a-day moisture content calculations in respect of Complying Gypsum delivered in any Contract Year

during the Initial Term and any Renewal Term(s) shall be weighted on a tonnage basis in order to determine an annual weighted average moisture content per Ton of the Complying Gypsum sold and delivered to Lafarge during such Contract Year. All determinations relating to moisture content of the Material, whether such determinations result in the Material being deemed to be Complying Gypsum (with respect to the Specification pertaining to moisture content) or Non-Complying Gypsum, shall be at Seminole’s sole expense. Lafarge shall have the right to observe all determinations of the Material’s moisture content. Seminole shall retain at the Seminole Plant, in a manner which precludes the co-mingling of any samples, all samples used in any such determination for a period of seven (7) days after the date of completion of analysis, and during such retention period Seminole shall make the applicable sample(s) available to Lafarge, for testing by Lafarge, at its expense, upon Lafarge’s written request. Sampling and moisture determinations shall occur immediately prior to the Point of Delivery.

(c) Invoice Adjustments . Any Compliance Payment that results from the annual weighted average moisture content of the Complying Gypsum (such Compliance Payment to be calculated as provided in Section 5(b) above) sold and delivered to Lafarge in any Contract Year during the Initial Term or any Renewal Term(s), as the case may be, shall be credited to Lafarge by Seminole on the last invoice for such Contract Year. If the amount of any such Compliance Payment credit exceeds the amount owed by Lafarge to Seminole on the last invoice for such Contract Year of the Initial Term or any Renewal Term, as the case may be, Seminole shall credit the difference to Lafarge on the next invoice; provided , however, that if this Contract expires or is terminated so that there is no “next invoice”, then Seminole shall pay the difference to Lafarge within thirty (30) days after the date of the last invoice. Lafarge may add * * * per month to any invoice amount which is not paid when due. Any Premium Amount to be added to the applicable price per ton, as provided in and adjusted pursuant to Section 9 hereof, that results from the annual weighted average moisture content of the Complying Gypsum (such Premium Amount to be calculated as provided in Section 5(b) above) sold and delivered to Lafarge in any Contract Year during the Initial Term or any Renewal Term(s), as the case may be, shall be reflected by Seminole on the last invoice for such Contract Year.

6. Non-Complying Gypsum.

(a) Sale and Purchase of Non-Complying Gypsum . Subject to the provisions of subsection (c) hereof, Seminole shall offer to sell and deliver to Lafarge all Non-Complying Gypsum that is produced by the Seminole Plant during the Initial Term and any Renewal Term(s) of this Contract. Lafarge may in its sole discretion elect to purchase or reject some or all of the Non-Complying Gypsum that is offered to it by Seminole. In the event Lafarge in its sole discretion elects to purchase any such Non-Complying Gypsum, such purchase will be at such price per Ton and under such other delivery terms as set forth in subsection (b) hereof. In the event Lafarge in its sole discretion elects not to purchase any such Non-Complying Gypsum, then Seminole shall have the right to sell, store or otherwise dispose of the Non-Complying Gypsum which Lafarge elects not to purchase, at Seminole’s discretion, without any liability owed by Lafarge to Seminole in connection therewith.

(b) Weighing and Delivery of Non-Complying Gypsum . In the event Lafarge in its sole discretion elects to purchase and take any Non-Complying Gypsum which is tendered by Seminole, Seminole shall deliver to Lafarge all such Non-Complying Gypsum that Lafarge

elects to purchase by weighing the empty trucks to be provided by Lafarge for such purpose at a site at the Seminole Plant to be agreed upon by the Parties at the time, causing the Non-Complying Gypsum to be loaded onto such trucks, and upon the completion of such loading, weighing the loaded trucks. A certified truck or belt scale which complies with all applicable laws, rules, regulations and ordinances and is operated and maintained in commercially good working order and condition and repaired by Seminole at its sole expense, will be used to weigh all such Non-Complying Gypsum as Lafarge elects to purchase immediately prior to loading onto such trucks. At the completion of loading of such Non-Complying Gypsum as Lafarge elects to purchase onto each truck at the agreed-upon site, title to the Non-Complying Gypsum so delivered will pass from Seminole to Lafarge, and the risk of loss of such delivered Non-Complying Gypsum will pass, as between Seminole and Lafarge, from Seminole to Lafarge. In the event Lafarge in its sole discretion elects to purchase and take delivery of Non-Complying Gypsum pursuant to this Section 6(b), Lafarge shall pay the price per Ton to be agreed upon by the Parties at the time with respect to each delivery of Non-Complying Gypsum.

(c) Re-Processing of Non-Complying Gypsum . Seminole shall have the right, at its sole expense, to re-process any such Non-Complying Gypsum as may be produced by the Seminole Plant during the Initial Term and any Renewal Term(s) of this Contract without first offering such Non-Complying Gypsum to Lafarge; provided , however, that upon completion of such re-processing, Seminole shall offer to sell and deliver to Lafarge such re-processed Material, whether such re-processed Material has become Complying Gypsum (in which event the applicable Minimum Amount and the applicable Maximum Amount shall apply to the Parties’ obligations to sell and purchase such Complying Gypsum and each of the other terms and provisions of this Contract pertaining to Complying Gypsum shall apply to such reprocessed Material) or remains Non-Complying Gypsum (in which event each of the terms and provisions of this Contract pertaining to Non-Complying Gypsum shall apply to such reprocessed Material).

7. Delivery and Related Matters.

Complying Gypsum to a location to be agreed upon by the Parties at the time. Lafarge shall pay all such reasonable costs as are incurred by Seminole in connection with such relocation within thirty (30) days after receipt of Seminole’s invoice therefor.

(b) Weighing of Complying Gypsum . Seminole shall utilize a certified belt scale which complies with all applicable laws, rules, regulations and ordinances (or a belt scale calibrated as provided below) to weigh all Complying Gypsum immediately prior to the loading of such Complying Gypsum onto the Lafarge Conveyor or the delivery of Complying Gypsum to the alternative Point of Delivery described in subsection (a) hereof, as the case may be. Seminole shall, at its sole expense, operate and maintain such belt scale in commercially good working order and repair. At least once every six months, Seminole shall at its own expense cause such belt scale to be certified by all applicable authorities, and at least once per month Seminole shall at its own expense calibrate such belt scale in accordance with the National Institute of Standards and Technology Handbook 44 for belt scales (or any similar successor publication). Lafarge shall have the right to observe the weighing of Complying Gypsum and any certification and calibration of the belt scale and, in connection with such right, Seminole shall provide at least 48 hours’ advance notice to Lafarge of the time and date of each certification and calibration of the belt scale. In the event that any certification or calibration shows any scale used to weigh Complying Gypsum to be inaccurate by more than plus or minus one-half of one percent, the inaccuracy shall be deemed to have existed for one-half the number of days since the date of the most recent certification or calibration, as the case may be, and an adjustment shall be made on the next monthly invoice in order to reflect an appropriate debit or credit. Seminole shall provide a copy of the results of each calibration of the belt scale to Lafarge with the next monthly invoice which is sent to Lafarge. During any period when Seminole’s belt scale is inoperable, the parties shall mutually agree on a procedure for determining quantities of Complying Gypsum in order to permit deliveries of Complying Gypsum to continue during such period of inoperability.

(c) Title and Risk of Loss . Title to and risk of loss of the Complying Gypsum will pass from Seminole to Lafarge upon completion of delivery to Lafarge at the Point of Delivery. On or before 8:00 a.m. each day during the Initial Term and any Renewal Term(s) of this Contract, Seminole shall deliver to Lafarge a daily written log which sets forth the quantity of Complying Gypsum delivered to Lafarge during the immediately preceding calendar day.

(d) No Remedies Available for Failure to Commence Sales and Purchases Prior to January 1, 2001 . No remedy available to Lafarge under Section 4(d) hereof in respect of a failure of Seminole to sell and deliver Complying Gypsum, and no remedy available to Seminole under Section 4(e) hereof in respect of a failure of Lafarge to purchase Complying Gypsum, will apply to any period ending on or prior to December 31, 2000.

8. Initial Term; Renewal Terms; Right of First Refusal; Economic Impracticality.

(a) Contract Years . Contract Year 1 shall begin on the Commencement Date and end on December 31, 2001. Each Contract Year thereafter shall be equal to twelve calendar months and shall begin on January 1, and end on the subsequent December 31.

(b) Initial Term; Renewal Terms . The Initial Term of this Contract shall begin on the Commencement Date and end on * * *. Seminole hereby grants to Lafarge a series of options to renew this Contract for up to * * * terms of * * * each (the “Renewal Terms”); provided , however, that Seminole reserves the right to shorten and/or eliminate succeeding Renewal Terms upon the provision to Lafarge of written notice no less than * * * prior to the expiration of the Initial Term or then-effective Renewal Term, as applicable, that the remaining life of the Seminole Plant will be less than the full * * * Renewal Term period to follow and specifying such alternative period for the following Renewal Term. The terms of this Contract during each Renewal Term shall be the same as those applicable during the Initial Term with the exception of the price per Ton for Complying Gypsum with respect to each Renewal Term, a Minimum Amount of Complying Gypsum with respect to each Renewal Term, and such other terms and provisions pertinent to each Renewal Term as the Parties wish to renegotiate, each of which shall be renegotiated in good faith by the Parties as provided in this Section (b). The option and the renegotiation process with respect to price, Minimum Amount and other terms applicable to a Renewal Term shall be as follows:

(i) Each option to renew this Contract shall be exercisable by Lafarge by Lafarge’s provision of written notice to Seminole of Lafarge’s desire to renew this Contract, which written notice shall be due no less than * * * prior to the expiration of the Initial Term or succeeding Renewal Term, as applicable.

(ii) Upon receipt by Seminole of Lafarge’s written notice, the Parties shall negotiate in good faith to reach agreement upon a new price per Ton for Complying Gypsum, a Minimum Amount of Complying Gypsum and such other terms and provisions as the Parties wish to renegotiate. If the Parties reach agreement, that agreement shall be in the form of a written amendment to this Contract.

(iii) If the Parties are unable to agree upon a price and/or Minimum Amount (or such other term or provision as the Parties wish to renegotiate) to be applicable during the succeeding Renewal Term within 180 days after Lafarge’s notice exercising its option to renew (hereinafter, the “Negotiation Period”), this Contract shall not be terminated and shall continue to remain in effect in accordance with its then-current terms (including, without limitation, the applicable price per Ton of Complying Gypsum and the applicable Minimum Amount) until such time as (x) the Parties mutually agree on the price, Minimum Amount and/or other term being renegotiated, as the case may be, in which event that agreement shall be in the form of a written amendment to this Contract, or (y) a Party gives the other Party written notice of its election to terminate such negotiations and this Contract, in which event this Contract shall terminate on the expiration of the then-effective Initial Term.

If Lafarge elects not to exercise one of the options granted herein, then this Contract shall automatically terminate upon the expiration of the then-effective Initial Term or Renewal Term, as applicable.

(d) Events Relating to Economic Impracticality .

(i) Notwithstanding the provisions of Section 8(b) hereof with respect to the duration of any Renewal Term(s) of this Contract, during any Renewal Term, Seminole shall have the right, exercisable in its sole but good faith discretion, to determine whether it is then economically practical to continue its operation of the Seminole Plant in the manner it was theretofore operated during the Initial Term or the immediately preceding Renewal Term, as the case may be. In the event Seminole shall during a Renewal Term determine in good faith that it is economically impractical to continue such operations, and following such determination Seminole elects to reduce or terminate the operation of any or all of the generating units now or then existing at the Seminole Plant, Seminole shall provide Lafarge with immediate written notice of such determination and election and, provided that such notice is given, shall have the right to terminate this Contract effective no earlier than 240 days after the date of such notice. Seminole further agrees to promptly provide Lafarge with written notice of any preliminary discussions engaged in by Seminole’s Board of Trustees or any successor governing Board or council or among Seminole’s senior management in connection with or relating to any of the foregoing matters.

(ii) Notwithstanding the provisions of Section 8(b) hereof with respect to the duration of any Renewal Term(s) of this Contract, during any Renewal Term, Lafarge shall have the right, exercisable in its sole but good faith discretion, to determine whether it is then economically practical to continue its operation of the Lafarge Plant in the manner it was theretofore operated during the Initial Term or the immediately preceding Renewal Term, as the case may be. In the event Lafarge shall during a Renewal Term determine in good faith that it is economically impractical to continue such operations, and following such determination Lafarge elects to reduce or terminate the operation of all or any portion of the Lafarge Plant, Lafarge shall provide Seminole with immediate written notice of such determination and election and, provided that such notice is given, shall have the right to terminate this Contract effective no earlier than 240 days after the date of such notice. Lafarge further agrees to promptly provide Seminole with written notice of any preliminary discussions engaged in by Lafarge’s Board of Directors or any successor governing Board or among Lafarge’s senior management in connection with or relating to any of the foregoing matters.

(iii) In no event shall either Party be relieved or excused from performance under this Contract during the Initial Term by virtue of any economic impracticality or such Party’s determination thereof, or any failure of presupposed conditions (other than an Excusable Event) as contemplated by Section 672.615 of the UCC or any successor statutory provision.

9. Purchase Price.

(a) Annual Adjustment . Subject to the provisions of Section 5(b) hereof with respect to the Moisture Adjustment, Lafarge shall pay Seminole the Initial Gypsum Price of * * * for the first * * * of Complying Gypsum sold and delivered by Seminole to Lafarge during the * * * of the Initial Term of this Contract, and the * * * Year Gypsum Price of * * * for the first * * * of Complying Gypsum sold and delivered by Seminole to Lafarge during the * * * Contract Year of the Initial Term of this Contract. The price per Ton for all tonnages greater than * * * sold and delivered to Lafarge during any Contract Year in the Initial Term hereof shall be equal to the

applicable price per Ton for such Contract Year less the Gypsum Price Discount. The price per Ton applicable to any Contract Year during any Renewal Term(s) of this Contract shall be agreed upon by the Parties following good faith negotiations as set forth in Section 8(b) hereof. The Gypsum Price Discount for tonnages over * * * shall apply only during the Initial Term of this Contract and shall not apply to any Renewal Term. In addition to the Moisture Adjustment, the applicable price per Ton shall be subject to an Annual Adjustment on January 1 each Contract Year during the Initial Term beginning on January 1, 2003. The Annual Adjustment shall * * *. The applicable price per Ton includes any and all costs of producing (or otherwise acquiring or obtaining) and delivering Complying Material to the Point of Delivery as set forth in this Contract.

(b) Indexed Gypsum Price . The “Indexed Gypsum Price” per Ton of Complying Gypsum shall be determined by (i) starting with the * * * Year Gypsum. Price, and (ii) making all Annual Adjustments to the applicable price per Ton as provided in this Section 9; and the result of such calculations shall be considered the “applicable price per ton” for all Contract Years during the Initial Term beginning on January 1, 2003.

(d) Adjustment Formula . The Indexed Gypsum Price per Ton calculation will be made by Seminole within fifteen days of publication by * * * referred to herein, and all such calculations shall be submitted to Lafarge for review and approval. The formula for the price adjustment shall be:

* * *

10. Representations and Warranties.

(a) Complying Gypsum . Seminole represents and warrants to Lafarge that the material to be sold and delivered to Lafarge hereunder will be Complying Gypsum or Alternative

Complying Gypsum, as determined by the Specifications and the testing protocols set forth in Exhibit A, except for any such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase. SEMINOLE DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE COMPLYING GYPSUM, ALTERNATIVE COMPLYING GYPSUM AND ANY NON-COMPLYING GYPSUM WHICH LAFARGE IN ITS SOLE DISCRETION ELECTS TO PURCHASE, AND THERE ARE NO WARRANTIES WITH RESPECT TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE COMPLYING GYPSUM OR ALTERNATIVE COMPLYING GYPSUM WHICH EXTEND BEYOND ITS COMPLIANCE WITH THE SPECIFICATIONS.

(b) Due Incorporation; Good Standing; Corporate Authority . Seminole and Lafarge each represent and warrant to the other that (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction in which it is incorporated, (ii) it is in good standing under its jurisdiction of incorporation, (iii) it has all requisite power and authority to enter into this Contract, and (iv) upon receipt of all necessary permits, approvals, consents, waivers, licenses, agreements and other authorizations required to be obtained by it in order to perform its obligations hereunder, including, without limitation, those described in Section 2 hereof (as applicable to such Party) (which receipt shall be pursued by both Parties with due diligence), it will have all requisite power and authority and the full unrestricted right and ability to perform its obligations hereunder.

(c) Authorization . Seminole and Lafarge each represent and warrant to the other that the execution, delivery and performance of this Contract by such Party, and the consummation by such Party of the transactions contemplated hereby, have been duly and effectively authorized by all necessary action on its part, and that such Party has secured all such approvals, permits, consents, waivers, licenses, agreements and other authorizations as are necessary or appropriate for it to enter into this Contract.

(d) Validity . Seminole and Lafarge each represent and warrant to the other that this Contract constitutes the valid and legally binding obligation of such Party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors’ rights generally.

(e) Effect of Contract . Seminole and Lafarge each represent and warrant to the other that the execution and delivery of this Contract by such Party does not, and the consummation by such Party of the transactions contemplated hereby will not (i) require the consent, approval or authorization of any person, corporation, partnership, joint venture or other business association or of any federal, state, county, municipal or local governmental or public regulatory body, authority or agency (except for such licenses, permits, consents, waivers, approvals, agreements and other authorizations as are to be obtained by such Party after the date hereof as provided in Section 2 hereof (as applicable to such Party), the receipt of which shall be pursued by both Parties with due diligence), (ii) violate, with or without the giving of notice or the passage of time, or both, any provisions of law, statute or ordinance or any rule, regulation, order, award, judgment or decree of any court or governmental or public regulatory body, authority or agency applicable to such Party, (iii) result in the breach or termination of any term or provision of, or

constitute a violation of or default under, or result in the acceleration of or entitle any person or entity to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any Lien upon any part of the Complying Gypsum (or any such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase) to be sold and delivered hereunder pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, Lien or other agreement or instrument to which it is a party or by which it is bound, or violate any provision of the Bylaws or Articles or Certificate of Incorporation of such Party as amended to the date of this Contract, or (iv) result in any suspension, revocation, impairment, forfeiture or non-renewal of any license, permit, consent, waiver, approval, agreement or other authorization relating to the operation of the Seminole Plant or the Lafarge Plant (as applicable) or the production, transportation, delivery, sale or purchase of Complying Gypsum (and all such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase) to be sold and delivered hereunder.

(f) Operating Authority . Seminole represents and warrants to Lafarge that it has and at all times during the Initial Term and any Renewal Term(s) of this Contract will have, all right and authority necessary and appropriate (i) to operate the Seminole Plant, (ii) to allow Lafarge full and unrestricted ingress and egress to and from the areas adjacent to and in the vicinity of the Lafarge Conveyor and the Lafarge Back-up Storage Site, and (iii) to grant the Conveyor Easement and the -Lafarge Back-up Storage Site License to Lafarge, enforceable in accordance with their respective terms.

(g) Title . Seminole represents and warrants to Lafarge that it has and at all times during the Initial Term and any Renewal Term(s) of this Contract will have good and marketable title to all Complying Gypsum (and all such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase) to be sold and delivered to Lafarge hereunder, and that upon completion of delivery to Lafarge of such Complying Gypsum (and all such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase), title to the same shall pass from Seminole to Lafarge free and clear of all Liens whatsoever.

(h) Capable of Minimum Amount . Seminole represents and warrants to Lafarge that the Conversion Equipment to be installed by Seminole at the Seminole Plant with respect to converting Seminole Plant scrubber spent slurry into Material which is Complying Gypsum suitable to be sold and delivered to Lafarge will, absent the occurrence of an Excusable Event, be capable of and sufficient to result in the Seminole Plant’s production of at least the applicable Minimum Amount of Complying Gypsum during any one-, two- or three-Contrast Year (as applicable) period during the initial Term and any Renewal Term(s) of this Contract.

(i) Licenses and Permits . Seminole and Lafarge each represent and warrant to the other that (i) it has all licenses, permits, approvals and other authorizations required to permit the operation of its business as presently conducted, (ii) its business is and has been operated in all material respects in compliance therewith and with all applicable federal, state, county, municipal and local laws, rules, regulations and ordinances, and court or administrative orders, (iii) all such licenses, permits, approvals and other authorizations are in full force and effect, and (iv) no action or proceeding is pending, nor to the knowledge of such Party, is threatened to revoke, terminate or declare invalid any of the foregoing.

(j) Year 2000 . Seminole represents and warrants to Lafarge that Seminole has completed a comprehensive inventory to identify digital components and applications that could be impacted by the transition from the year 1999 to the year 2000, and has evaluated items within such inventory for susceptibility to errors, inaccuracies or loss of features or functions arising out of processing date changes from, into and between the year 1999 and the year 2000. Seminole further represents and warrants to Lafarge that Seminole has worked diligently toward replacing, repairing, or otherwise addressing deficient items in its mission-critical systems and, based on its evaluations and diligent efforts, has no reason to believe that its mission-critical systems used to produce electricity at the Seminole Plant are not ready to and capable of accurately processing date changes from, into and between the year 1999 and the year 2000. In addition, Seminole represents and warrants to Lafarge that based on its evaluations and diligent efforts, Seminole has no reason to believe that Seminole’s primary functions related to production of electricity will not continue reliably notwithstanding date changes from, into and between the year 1999 and the year 2000, and that Seminole has in place a contingency plan adequate to address potential problems caused by the transition from the year 1999 to the year 2000.

(k) Survival of Representations and Warranties . The Parties each agree that the representations and warranties respectively made by the Parties in this Contract shall survive and remain in effect throughout the Initial Term and all Renewal Term(s) of this Contract.

11. Confidentiality.

(a) Confidential Information; Nondisclosure . Seminole and Lafarge acknowledge and agree that they may come into possession of certain information about each other’s operations, either through visits to each other’s facilities or through an exchange of documents or other information, including, but not limited to, specific designs and specifications of their respective facilities, the speed, throughput and other performance characteristics of their respective facilities, their costs of production and the specifications and selling prices of their products, all of which are confidential and proprietary information of the respective Parties (the “Confidential Information”). Seminole and Lafarge further acknowledge and agree that the other would be damaged by the disclosure of the Confidential Information to competitors or to others, and by the use of the Confidential Information to compete with the other. Accordingly, each of Seminole and Lafarge agrees that it will maintain confidentiality of, and not disclose to persons other than its legal counsel, accountants, auditors, lenders and financing entities, and its employees with a specific need to know such information and who have been advised of and who have agreed to be bound by this covenant, any of the Confidential Information, or use such Confidential Information to compete with the other.

(b) Exceptions to Confidential Information . Notwithstanding the definition of Confidential Information set forth in Section 11(a) above, the Parties acknowledge and agree that “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party, its affiliates or employees; (ii) was within the possession of the receiving Party, its affiliates or employees prior to its being furnished to such Party by or on behalf of the furnishing Party, provided that the source of such information was not known by the receiving Party, its affiliates or employees to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation

of confidentiality to the furnishing Party or any other party with respect to such information; or (iii) becomes available to the receiving Party on a non-confidential basis from a source other than the other Party or any of its affiliates or employees, provided that such source is not bound by a confidentiality agreement with or other contractual legal or fiduciary obligation of confidentiality to the furnishing Party or any other party with respect to such information.

(c) Limited Permissible Disclosures . In the event that Seminole or Lafarge or any of their affiliates or employees are requested or required (by deposition, interrogatories, request for information or documents, subpoena, civil investigative demand or other similar process in legal proceedings) to disclose any of the other’s Confidential Information, the receiving Party shall provide the furnishing Party with prompt written notice of any such request or requirement so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 11. If, in the absence of a protective order or other remedy or the receipt of a waiver from the furnishing Party, the receiving Party or any of its affiliates or employees are nonetheless, in the opinion of counsel, legally compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the receiving Party or its affiliates or employees may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises the receiving Party is legally required to be disclosed, provided that the receiving Party exercises its commercially reasonable efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with the furnishing Party to attempt to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. The furnishing Party will promptly reimburse the receiving Party for any and all costs and expenses (including reasonable attorneys’ fees and expenses) which it may suffer or incur as a result of its compliance with this Section 11(c) unless the proceeding in which such disclosure is being sought results in substantial part from a breach by the receiving Party of its obligations hereunder.

12. Force Majeure.

(a) Excusable Events . Neither Seminole nor Lafarge shall be liable to the other for any failure in the performance of its obligations under this Contract when the failure in performance results from the occurrence of an Excusable Event, provided that such failure of performance shall be excused only for so long as it may reasonably take to cure or mitigate the effects of the Excusable Event, and provided further, that the notice requirement set forth in Section 12(c) hereof must be satisfied with respect to such occurrence before it will be deemed an Excusable Event. The enactment, promulgation or issuance of any law, statute, rule, regulation, ordinance or court or administrative order or the occurrence or non-occurrence of any other event which would directly or indirectly increase the costs to be incurred by the Affected Party in performing its obligations under this Contract, but would not prevent the Affected Party from performing its obligations under this Contract, shall in no event constitute an Excusable Event.

(b) Definition of Excusable Event . As used in this Contract, the term “Excusable Event” means explosions, fires, floods, earthquakes, tornadoes, hurricanes, high river conditions or other unusual weather events; strikes or labor disturbances sustained for more than ten (10) continuous days; acts of God; riots, civil disturbances or insurrection; or

embargoes; and the enactment, promulgation or issuance of any law, statute, rule, regulation, ordinance or court or administrative order which would prohibit the Affected Party’s ability to perform this Contract; provided , however, that no such occurrence shall be deemed an Excusable Event unless and until such time as the notice required by Section 12(c) hereof has been given by the Affected Party; and provided further , however, that no occurrence shall be deemed an Excusable Event unless (i) the event or circumstance was not anticipated’ as of the Commencement Date, (ii) the event or circumstance is not within the reasonable control of the Affected Party, and (iii) the event or circumstance is such that, by the exercise of due diligence, the Affected Party is unable to overcome or avoid or cause to be avoided, such event or circumstance. Shutdowns for ordinary or scheduled maintenance and repairs shall not constitute an Excusable Event. The termination of Seminole as the operator of the Seminole Plant, or any portion thereof, or the failure of Seminole to own or retain any leasehold or fee simple interest in the Seminole Plant, or any portion thereof, or the exclusion of Seminole for whatever reason and by whatever means from the Seminole Plant, or any portion thereof, shall not constitute an Excusable Event. Except as may result from the enactment, promulgation or issuance of any law, statute, rule, regulation ordinance or court or administrative order which would prohibit Seminole’s ability to perform this Contract, the termination of Seminole as the operator of the Seminole Plant, or any portion thereof, or the failure of Seminole to own or retain any leasehold or fee simple interest in the Seminole Plant, or any portion thereof, or the exclusion of Seminole for whatever reason and by whatever means from the Seminole Plant, or any portion thereof, shall not constitute an Excusable Event.

(c) Notice of Excusable Event Required . The Affected Party shall immediately notify the other Party of the beginning of or upon its discovery of the occurrence of any Excusable Event, and shall confirm such notice in writing within two (2) business days thereafter. All such written notices shall contain a detailed account of the Excusable Event, including the cause of the Excusable Event, an estimate of the duration of any disruption of or delay in the Affected Party’s performance that will occur as a result of the Excusable Event, including, without limitation, an estimate of the Excusable Event’s impact on the Affected Party’s ability to sell and deliver or purchase (as the case may be) Complying Gypsum (and/or all such Non-Complying Gypsum as Lafarge in its sole discretion elects to purchase) hereunder, and the Affected Party’s plan (which shall be developed through consultation with the other party) to mitigate the effects of the Excusable Event. Any failure of the Affected Party to give such notice, or to give such notice within the time periods specified herein, shall entitle the other Party to recover from the Affected Party any damages such other Party may incur as a direct result of the omitted or late notice, but late notice shall not otherwise preclude an Excusable Event from being claimed.

(d) Reductions in Obligations . Upon the delivery of written notice of an Excusable Event as provided in Section 12(c) hereof, (i) if the Affected Party is Seminole, the applicable Minimum Amount of Complying Gypsum to be sold and delivered to Lafarge during the contract period affected by such Excusable Event shall be reduced by the product of (x) * * * multiplied by (y) the number of days (rounded to the nearest 1/24th of a day) that Seminole is unable to perform its sale and delivery obligations under this Contract as a direct result of the Excusable Event, and (ii) if the Affected Party is Lafarge, the applicable Maximum Amount of Complying Gypsum to be purchased and paid for by Lafarge during the contract period affected by such Excusable Event shall be reduced by the product of (A) * * * multiplied by (B) the number of days (rounded to the nearest 1/24th of a day) that Lafarge is unable to perform its purchase and payment obligations hereunder as a direct result of such Excusable Event.

(e) Performance After an Excusable Event . Each party agrees that, notwithstanding any of the foregoing provisions of this Section 12, if the other Party so requests, the Affected Party shall use its best faith efforts to implement and expedite its plan set forth in the notice of such Excusable Event (at its own reasonable expense) to mitigate the effects of the Excusable Event in order to ensure timely or more timely performance of the Affected Party’s performance of its obligations under this Contract. This Contract shall remain in full force and effect, in accordance with its terms, notwithstanding the occurrence of any Excusable Event.

13. Covenants.

(a) Maintenance and Repairs; Compliance with Laws . Seminole hereby covenants and agrees to at all times during the Initial Term and any Renewal Term(s) of this Contract operate and properly maintain and repair the Seminole Plant in accordance with Good Utility Practice, including, without limitation, the Conversion Equipment to be installed at the Seminole Plant in connection with this Contract and the areas adjacent to and in the vicinity of the Lafarge Back-up Storage Site and the Lafarge Conveyor, and to perform each of its other obligations hereunder, all in accordance with all applicable federal, state, county, municipal and local laws, ordinances, rules and regulations and in accordance with all applicable court and administrative orders. Lafarge hereby covenants and agrees to construct the Lafarge Conveyor and the Lafarge Plant and to at all times during the Initial Term and any Renewal Term(s) of this Contract after their construction operate and properly maintain and repair the Lafarge Conveyor and the Lafarge Plant in accordance with this Contract, and to perform each of its other obligations hereunder, all in accordance with all applicable federal, state, county, municipal and local laws, ordinances, rules and regulations and all applicable court and administrative orders.

(b) Licenses, Permits and Agreements . Once obtained, each Party shall at its own expense maintain in full force and effect, throughout the Initial Term and any Renewal Term(s) of this Contract, all such permits, approvals, consents, waivers, authorizations, licenses and agreements as are required to be obtained and maintained by it in order for such Party to carry out its obligations hereunder.

(c) Representations . Each Party shall take such action as may be necessary such that the representations and warranties made by such Party in Section 10 hereof remain true and correct in all material respects during the Initial Term and any Renewal Term(s) of this Contract.

(d) Indemnification . Each Party agrees to hold harmless and indemnify the other Party from and against all liabilities, claims, costs, expenses, judgments, fines and penalties, including reasonable attorneys’ fees, arising out of or in connection with the indemnifying Party’s failure to comply with the terms of Sections 13(a), 13(b) or 13(c) hereof.

14. Storage of Complying Gypsum on Lafarge Back-up Storage Site . Seminole shall, at the option of Lafarge, provide the Lafarge Back-up Storage Site as provided in the Back-up Storage Site License Agreement Option attached as an exhibit to the Agreement of Sale and Purchase.

15. Indemnification.

(a) Lafarge - Indemnified Liabilities . Lafarge shall hold harmless and indemnify Seminole from and against all losses, costs, liabilities, expenses, and from and against all costs and damages arising in any suits, actions or claims asserted by any third party, and all other obligations and proceedings whatsoever, including, without limitation, all judgments rendered against and all fines and penalties imposed upon Seminole, and any reasonable attorneys’ fees and any other costs of litigation (hereinafter referred to collectively as “Lafarge-Indemnified Liabilities”), arising out of or resulting from: (i) the breach of or inaccuracy in any representation, warranty or covenant made by Lafarge in this Contract; or (ii) injury to or death of persons or damage to property or environmental remediation, cleanup, response, damage, or other associated costs to the extent arising out of Lafarge’s operation of the Lafarge Plant, the Lafarge Plant Storage Site, the Lafarge Conveyor or the storage of Complying Gypsum at the Lafarge Back-up Storage Site. As used in the immediately preceding sentence, the phrase “Lafarge’s operation” shall include its use of employees, agents, contractors and subcontractors. Lafarge shall have full control over the course of the defense of any third party dispute, suit, action, claim or other proceeding and full responsibility and authority with respect to the payment, settlement, compromise or other disposition of any such dispute, suit, action, claim or proceeding subject to indemnification by Lafarge hereunder, including, without limitation, the right to conduct and control all litigation proceedings and all negotiations with respect to the settlement, compromise or other disposition thereof, and Seminole agrees to reasonably cooperate with Lafarge in connection with any such litigation proceedings and negotiations. Seminole shall have the right, at its own expense and without prejudice to Lafarge’s rights under this Agreement, to select and retain its own counsel, and to have counsel separate from Lafarge, in respect of any such dispute, suit, action, claim or other proceeding; provided, however, that neither Seminole nor such separate counsel of Seminole shall at any time have the right to control the course of the defense of any such dispute, suit, action, claim or proceeding or have the authority to agree to any compromise or settlement of any Lafarge-Indemnified Liability. Seminole agrees to give Lafarge prompt written notice of any claim against Seminole which may give rise to a claim for indemnification by Lafarge under this Section 15(a), stating the nature and basis of the first-mentioned claim and the amount thereof. The parties agree to render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such dispute, suit, action, claim or other proceeding.

(b) Seminole - Indemnified Liabilities . Seminole shall hold harmless and indemnify Lafarge from and against all losses, costs, liabilities, expenses, and from and against all costs and damages arising in any suits, actions or claims asserted by any third party, and all other obligations and proceedings whatsoever, including, without limitation, all judgments rendered against and all fines and penalties imposed upon Lafarge, and any reasonable attorneys’ fees and any other costs of litigation (hereinafter referred to collectively as “Seminole-Indemnified Liabilities”) arising out of or resulting from: (i) the breach of or inaccuracy in any representation, warranty or covenant made by Seminole in this Contract; or (ii) injury to or death of persons or damage to property or environmental remediation, cleanup, response, damage, or other

associated costs to the extent arising out of Seminole’s operation of the Seminole Plant (including, without limitation, the Conversion Equipment), the transportation of any Complying. Gypsum (or any Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase) from any location to the Point of Delivery to Lafarge, or the loading of any Complying Gypsum (or any Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase) by Seminole onto the Lafarge Conveyor or the trucks that may be provided by Lafarge hereunder. As used in the immediately preceding sentence, the phrase “Seminole’s operation” shall include its use of employees, agents, contractors and subcontractors. Seminole shall have full control over the course of the defense of any third party dispute, suit, action, claim or other proceeding and full responsibility and authority with respect to the payment, settlement, compromise or other disposition of any such dispute, suit, action, claim or proceeding subject to indemnification by Seminole hereunder, including, without limitation, the right to conduct and control all litigation proceedings and all negotiations with respect to the settlement, compromise or other disposition thereof, and Lafarge agrees to reasonably cooperate with Seminole in connection with any such litigation proceedings and negotiations. Lafarge shall have the right, at its own expense and without prejudice to Seminole’s rights under this Agreement, to select and retain its own counsel, and to have counsel separate from Seminole, in respect of any such dispute, suit, action, claim or other proceeding; provided, however, that neither Lafarge nor such separate counsel of Lafarge shall at any time have the right to control the course of the defense of any such dispute, suit, action, claim or proceeding or have the authority to agree to any compromise or settlement of any Seminole-Indemnified Liability. Lafarge agrees to give Seminole prompt written notice of any claim against Lafarge which may give rise to a claim for indemnification by Seminole under this Section 15(b), stating the nature and basis of the first-mentioned claim and the amount thereof. The parties agree to render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such dispute, suit, action, claim or other proceeding.

16. Intentionally Omitted.

17. Events of Default; Right to Cure; Termination.

(a) Events of Default . If either Seminole or Lafarge files a petition in bankruptcy, or if its creditors file an involuntary petition in bankruptcy, or if it makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, or if it commits material violations (or repeated violations that could adversely affect such Party’s performance of, or ability to perform, its obligations under this Contract) of applicable health or safety laws, rules, or regulations, or if it otherwise commits a material violation of any provision of this Contract, it shall notify the other Party of such occurrence and such event shall constitute an “Event of Default”.

(b) Right to Cure; Termination . Upon the occurrence of any Event of Default and after giving the defaulting Party thirty (30) days’ written notice of such Event of Default, the other Party may, except as provided hereafter in this Section 17(b), terminate this Contract without further notice and without prejudice to any right or remedy available to it in law or in equity. Notwithstanding the immediately preceding sentence, this Contract shall not be terminated in respect of an Event of Default if the defaulting Party has cured the Event of Default, or has submitted in good faith a plan for curing the Event of Default that is reasonably

acceptable to the other Party, within thirty (30) days of receiving the other Party’s written notice of such Event of Default; provided , however, that if the defaulting Party fails to remedy the Event of Default within such 30-day period or within such other time period as may be set forth in any plan to cure the Event of Default accepted by the other Party, then the other Party may terminate this Contract without further notice and without prejudice to any right or remedy available to it at law or in equity.

18. Mechanism for Payment . Seminole shall invoice Lafarge the applicable price per Ton for the total amount of Complying Gypsum, any Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase and any Alternative Complying Gypsum sold and delivered by Seminole to Lafarge each month, and for any other amounts due from Lafarge to Seminole hereunder, by the 15 ^th of the month following delivery. Each monthly invoice delivered to Lafarge shall set forth the total number of tons of Complying Gypsum, Non-Complying Gypsum, or Alternative Complying Gypsum sold and delivered to Lafarge during the preceding month. Lafarge shall pay such invoices within * * * after receipt of such invoice. Seminole may add * * * per month to any invoice amount which is not paid when due. Lafarge shall invoice Seminole for any such amounts as may be due from Seminole to Lafarge hereunder by the 15th of the month following the date such payment obligation arises. Seminole shall pay such invoices in full within * * * after receipt of such invoice. Lafarge may add * * * per month to any invoice amount which is not paid when due. If it is later determined that the amount of any payment by Lafarge or by Seminole represents an underpayment or an overpayment, the Party owing the same shall pay to the other Party, within fifteen (15) days from and after such determination, the full amount of any such underpayment or overpayment. Invoices shall be sent to the following addresses until changed by further notice:


If to Lafarge :	If to Seminole :
Lafarge Corporation	Disbursements Accounting
11130 Sunrise Valley Drive, Suite 300	Seminole Electric Cooperative, Inc.
Reston, VA 20191	P.O. Box 273000
Attention Manager of	Tampa, Florida 33688-3000
Environment, Health and Safety	Attention:	Supervisor of
		Disbursements

19. Notice . All notices, requests or other communications, other than invoices, hereunder shall be in writing, addressed to Seminole or Lafarge at the following addresses:

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 300

Reston, VA 20191

Attention: Manager of Environment, Health and Safety

Telecopier: (703) 264-0200

with a copy to:

Linda B. Matarese

Assistant General Counsel

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 300

Reston, VA 20191

Telecopier: (703) 264-0634

Seminole Electric Cooperative, Inc.

16313 Dale Mabry Highway

P.O. Box 272000

Tampa, FL 33688-2000

Attention: Director of Environmental Affairs

Telecopier: (813) 264-7906

with a copy to:

Robert A. Mora, Esq.

Allen, Dell, Frank & Trinkle, P.A.

Suite 1240, The Barnett Plaza

101 East Kennedy Boulevard

Post Office Box 2111

Tampa, FL 33601

Telecopier: (813) 229-6682

The address of either Party may be changed by giving notice in writing at any time to the other Party. Any notice to be given under this Contract shall be deemed duly given if (i) delivered personally; (ii) sent by telecopy (if followed by delivery of a hard copy by first class mail, postage prepaid): (iii) delivered by overnight express; or (iv) sent by United States registered or certified mail, postage prepaid. Any notice that is delivered personally, or sent by telecopy or overnight express in the manner provided herein shall be deemed to have been duly given to the Party to whom it is directed upon actual receipt by such Party. Any notice that is addressed and mailed in the manner provided herein shall be conclusively presumed to have been given to the Party to which it is addressed at the close of business, local time of the recipient, on the third day after it is so placed in the mail.

20. Insurance.

(a) Lafarge Insurance Requirements . Lafarge shall obtain and maintain, at its own expense, throughout the Initial Term and any Renewal Term of this Contract, insurance of the types and in the amounts as described below:

a. Commercial General Liability Insurance . Lafarge shall maintain primary commercial general liability (“COL”) insurance with a limit of not less than $1,000,000 each occurrence. CGL insurance shall be written on ISO form CG 00 01 96 or ISO form CG 00 02 96 (or a substitute form providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. There shall be no endorsement or modification to the CGL limiting the scope of coverage for liability arising from explosion, collapse and underground property damage.

b. Business Auto Liability Insurance . Lafarge shall maintain primary business auto liability insurance (“BAL”) with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto or truck (including owned, hired, and non-owned autos). Business auto coverage shall be written on a ISO form provided in the 1990 and later editions of CA 00 01, or a substitute form providing equivalent liability coverage.

c. Property Insurance . Lafarge shall maintain All Risk Property Insurance covering physical loss or damage to the Lafarge Plant and the Lafarge Conveyor (including Builders Risk Insurance during the construction of the Lafarge Plant) and boiler and machinery coverage, in each case based on prudent business practices.

d. Workers Compensation Insurance . Lafarge shall maintain workers compensation liability insurance which complies with the laws of the State of Florida.

e. Employers Liability Insurance . Lafarge shall maintain employers liability insurance with limits not less than $1,000,000 per accident.

f. Subcontractor Requirements . In the event that Lafarge elects to use subcontractors in the construction and/or operation of the Lafarge Plant, the Lafarge Conveyor or the Lafarge Back-up Storage Site and/or to handle the Complying Material or any Non-Complying Material which Lafarge may elect to take, Lafarge will require that all such subcontractors provide at least equal coverage (including all insurance requirements) as is required of Lafarge under this Section 20(a). This insurance will be placed with licensed first class underwriters with a Best rating of A+ or better, or similar type of rating.

g. Commercial Umbrella Liability Insurance . Lafarge shall maintain commercial umbrella liability insurance (“CUL”) with a limit of not less than $24,000,000 per occurrence and in the aggregate. Such CUL insurance shall be excess of the primary liability policies in subsections (a)(1), (a)(2) and (a)(5) above.

h. Insured Status . Seminole, its subsidiaries, trustees, officers, agents and employees shall be included as an insured under the liability policies listed in subsections (a)(1), (a)(2) and (a)(7) above. The above liability policies shall include cross-liability coverage as provided under standard ISO forms’ separation of insureds clause.

i. Insurance Companies and Underwriters . The insurance coverage required hereunder shall be placed with reputable, competent, and properly licensed first class insurers and underwriters with a Best rating of A or better, or similar rating, or may be fulfilled through self-insurance, through captive insurance programs or through deductible retention programs regularly maintained by Lafarge.

j. Evidence of Insurance . Ten (10) days prior to the commencement of construction of the Lafarge Plant, the Lafarge Conveyor or the Lafarge Back-up Storage Site and maintained throughout the required insurance period, Lafarge shall furnish Seminole with one or more certificate(s) of insurance, executed by a duly authorized representative of each insurer or Lafarge’s insurance broker, showing compliance with the insurance requirements set forth in this Section 20(a). All such certificates shall provide for 30 days’ written notice, or that the insurer shall endeavor to provide 30 days’ written notice, to Seminole prior to cancellation or material change in coverage of any insurance referred to herein. Failure of Seminole to demand such certificate(s) or other evidence of full compliance with the foregoing insurance requirements or failure of Seminole to identify a deficiency from evidence that is provided shall not be construed as a waiver of Lafarge’s obligations to maintain such insurance. If Lafarge fails to maintain the insurance as set forth herein, Seminole shall have the right, but not the obligation, to purchase such insurance at Lafarge’s expense.

k. No representation of coverage adequacy . By requiring insurance herein, Seminole does not represent that coverage and limits will necessarily be adequate to protect Lafarge, and such coverage and limits shall not be deemed as a limitation on Lafarge’s liability under the indemnities granted to Seminole in this Contract.

(b) Seminole Insurance Requirements . Seminole shall obtain and maintain, at its own expense, throughout the Initial Term and any Renewal Term of this Contract, insurance of the types and in the amounts as described below:

a. Commercial General Liability Insurance . Seminole shall maintain primary CGL insurance with a limit of not less than $1,000,000 each occurrence. CGL insurance shall be written on ISO form CG 00 01 96 or ISO form CG 00 02 96 (or a substitute form providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. There shall be no endorsement or modification to the CGL limiting the scope of coverage for liability arising from explosion, collapse and underground property damage.

b. Business Auto Liability Insurance . Seminole shall maintain primary BAL insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto or truck (including owned, hired, and non-owned autos). Business auto coverage shall be written on a ISO form provided in the 1990 and later editions of CA 00 01, or a substitute form providing equivalent liability coverage.

c. Property Insurance . Seminole shall maintain All Risk Property Insurance covering physical loss or damage to the Seminole Plant (including bailer and machinery insurance coverage) in accordance with Seminole’s Rural Utilities Service mortgage (or successor document) requirements.

d. Workers Compensation Insurance . Seminole shall maintain workers compensation liability insurance which complies with the laws of the State of Florida.

e. Employers Liability Insurance . Seminole shall maintain employers liability insurance with limits not less than $1,000,000 each accident.

f. Commercial Umbrella Liability Insurance . Seminole shall maintain CUL insurance with a limit of not less than $24,000,000 each occurrence and in the aggregate. Such CUL insurance shall be excess of the primary liability policies in Sections (b)(1), (b)(2) and (b)(5) above.

g. Insured Status . Lafarge, its subsidiaries, directors, officers, agents and employees shall be included as an insured under the liability policies listed in subsections (b)(1), (b)(2) and (b)(6) above. The above liability policies shall include cross-liability coverage as provided under standard ISO forms’ separation of insureds clause.

h. Insurance Companies and Underwriters . The insurance coverage required hereunder shall be placed with reputable, competent, and properly licensed first class insurers and underwriters with a Best rating of A or better, or similar rating, or may be fulfilled through self-insurance, through captive insurance programs or through deductible retention programs regularly maintained by Seminole

i. Evidence of Insurance . Ten (10) days prior to the commencement of the installation of the Conversion Equipment and maintained throughout the required insurance period, Seminole shall furnish Lafarge with one or more certificate(s) of insurance, executed by a duly authorized representative of each insurer, or Seminole’s insurance broker, showing compliance with the insurance requirements set forth in this Section 20(b). All such certificates shall provide for 30 days’ written notice, or that the insurer shall endeavor to provide 30 days’ written notice, to Lafarge prior to cancellation or material change in coverage of any insurance referred to herein. Failure of Lafarge to demand such certificate(s) or other evidence of full compliance with the foregoing insurance requirements or failure of Lafarge to identify a deficiency from evidence that is provided shall not be construed as a waiver of Seminole’s obligations to maintain such insurance. If Seminole fails to maintain the insurance as set forth herein, Lafarge shall have the right, but not the obligation, to purchase such insurance at Seminole’s expense.

j. No representation of coverage adequacy . By requiring insurance herein, Lafarge does not represent that coverage and limits will necessarily be adequate to protect Seminole, and such coverage and limits shall not be deemed as a limitation on Seminole’s liability under the indemnities ^- granted to Lafarge in this Contract.

21. Intentionally Omitted.

22. Affiliated Companies . Any indemnification of a Party or any limitation of a Party’s liability which is made or granted under this Contract shall to the same extent apply to such Party’s directors, trustees, officers, employees and agents, and to its affiliated companies, including any directors, trustees, officers, employees and agents thereof.

23. Taxes . The price per Ton and all other amounts payable hereunder does not include any applicable sales tax. Lafarge shall be responsible for the payment of taxes (including sales, value-added or other excise taxes) based on Seminole’s sale and delivery to Lafarge of any Complying Gypsum, Alternative Complying Gypsum and any Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase, other than taxes based on the income of Seminole, which shall be the responsibility of Seminole, and all such sales tax amounts shall be included on the applicable Seminole invoice. Lafarge hereby agrees to provide to Seminole a current and validly executed Florida Resale and Exemption Certificate on or before the date Lafarge first purchases Complying Gypsum, Alternative Complying Gypsum and any Non-Complying Gypsum that Lafarge in its sole discretion elects to purchase from Seminole hereunder.

24. Miscellaneous.

(a) Severability . In the event that any of the provisions, or portions thereof; of this Contract are held to be unenforceable, illegal or invalid for any reason, such provision(s) or portion(s) thereof shall be adjusted rather than Voided, if possible, in order to achieve the intent of the Parties to the extent possible. In any event, the validity, and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and shall be deemed valid and enforceable to the fullest extent possible.

(b) Non-Waiver . The waiver by either Party of any breach of any term, covenant, condition or agreement contained herein or any default in the performance of any obligations hereunder shall not be deemed to be a waiver of any other breach or default of the same or of any other term, covenant, condition, agreement or obligation.

(c) Assignment; Binding Effect . Except as expressly provided in this Section 24(c), neither this Contract nor any of the rights, titles or interests of a Party hereunder may be assigned, delegated or otherwise conveyed to any third party without the written consent of the other Party. Such consent shall not be unreasonably withheld, delayed or conditioned. This Contract shall be binding upon, and shall inure to the benefit of the Parties hereto and their respective successors and assigns. Seminole agrees to (i) cause any entity which shall succeed Seminole in respect of all or any portion of the Seminole Plant (other than by a sale or lease in which possession and control of the Seminole Plant or portion thereof is retained by Seminole) by purchase, assignment, reorganization, recapitalization, merger, consolidation or similar transaction (including, without limitation, in connection with termination of the Unit 2 Lease or the Facility Lease Agreements dated as of December 15, 1997, between State Street Bank and Trust Company of Connecticut, N.A., and Seminole under the obsolescence provisions thereof), and (ii) use its best efforts to cause any successor to Seminole in respect of all or any portion of the Seminole Plant by foreclosure or exercise of any remedies under any agreement or other

instrument, dissolution, liquidation or by judicial order or otherwise,, to agree by written instrument, executed by such assignee or successor in favor of Lafarge, to be bound by and to assume and perform Seminole’s respective obligations under this Contract, and upon such assumption, Seminole shall be relieved of any further obligations under this Contract to the extent of the obligations assumed.

(d) Survival . Sections 2(c), 2(e), 2A, 8(c), 8(d), 11, 13(d), 15, 18, 23, 24(c) and this 24(d) shall survive the termination of this Contract.

(e) Governing Law . This Contract shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the doctrine of conflict of laws.

(f) Entire Agreement; Amendment . This Contract constitutes the entire agreement between the Parties and supersedes all previous agreements, arrangements and understandings with respect to the subject matter hereof. There are no representations, understandings or arrangements, written or oral, between the Parties as of the date hereof other than as set forth herein. No waiver, alteration, amendment or modification of this Contract or of any of the provisions hereof shall be binding unless in writing and signed by the duly authorized representatives of each of the Parties.

(g) Recitals . Each of the Recitals set forth on the first and second pages of this Contract are incorporated into this Contract as if fully set forth herein.

(h) Captions . The captions of the various Sections and Subsections of this Contract are for convenience of reference only and do not form a part of and shall not in any way affect the interpretation of this Contract.

(i) Counterparts . This Contract may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which together shall constitute one and the same instrument.

(j) No Third Party Beneficiaries . This Contract and each and every provision hereof is for the exclusive benefit of the Parties hereto and their successors and assigns, and not for the benefit of any third party.

(k) Further Actions . Each of the Parties shall execute such further documents and take such further actions as are necessary to carry out the purposes and intent of this Contract.

(l) Joint Responsibility for Drafting . The Parties agree that both Parties have had equal responsibility for the drafting of this Contract and that no ambiguity herein shall be construed against one Party or the other by virtue of its responsibility as drafter.

25. Dispute Resolution; Mediation and Arbitration.

(a) Referral of Dispute . If any dispute shall arise concerning the performance, enforcement or interpretation of Section 5 of this Contract (a “Dispute”) and such Dispute cannot be resolved by communications between the Seminole Director of Plant Operations and the Lafarge Plant Manager within ten (10) business days, prior to the initiation of any proceedings pursuant to any other provisions of this Section 25, the Dispute shall be referred to the next-higher level of management of Seminole and of Lafarge for resolution.

(b) Mediation . If a Dispute is not resolved pursuant to subsection (a) within fifteen (15) business days after it is referred to the next-higher level of management of Seminole and of Lafarge, either Party may by notice to the other Party require mediation of the Dispute. Each Party agrees to participate in mediation of the Dispute and will in good faith attempt to agree upon a mediator. If Seminole and Lafarge are unable to agree upon a mediator within ten (10) business days after such notice or if such Dispute shall not have been resolved by mediation within twenty (20) business days after such notice, then either Party may file for arbitration pursuant to subsection (c) below. All expenses of the mediator shall be equally shared by the Parties.

(c) Binding Arbitration . If Seminole and Lafarge are unable to settle a Dispute through direct negotiation in good faith or through mediation pursuant to subsections (a) and (b) within the time period specified therein, the Dispute shall be submitted to binding arbitration. Except as otherwise provided herein, the arbitration shall be conducted in accordance with the then effective Commercial Rules of Practice and Procedure of the AAA. The arbitration proceedings shall take place in Tampa, Florida.

(d) Arbitrators; Authority of Arbitrators . Within five (5) business days after notice from one Party to the other requesting binding arbitration, the Parties shall agree on and select one Arbitrator from the AAA panel to serve as the arbitrator of the Dispute. If within such five (5) business-day period, the Parties are unable to agree upon an Arbitrator, each of them shall have five (5) business days following the expiration of that period to select an Arbitrator from the AAA panel that is not an affiliate of a Party to this Contract. If either Party fails to timely select an Arbitrator, AAA shall make the selection for such Party. Within five (5) business days following their selection, the two selected Arbitrators shall agree upon and select a third Arbitrator from the AAA panel. If the Parties are unable to agree on a time and place in Tampa, Florida for arbitration, the Arbitrators shall decide the time and place. The Arbitrators shall hear the matter within thirty (30) days after selection and shall render a decision promptly after the hearing. The Arbitrators shall make a final decision that, in their judgment, (i) is consistent with, and does not add to, subtract from, or otherwise modify, the provisions of this Contract or related agreements or (ii) if the subject matter of the Dispute is not specifically addressed in this Contract, is determined under this Contract consistent with the intent of the Parties as supported by evidence presented in the arbitration proceedings. The Arbitrators shall send a signed written statement of their decision to AAA and both Parties. In awarding damages or other remedies or relief, the Arbitrators must honor and abide by any applicable limitations or restrictions expressed or described in this Contract. The Arbitrators are not empowered to award damages in excess of compensatory damages, and each Party hereby irrevocably waives any right to recover such damages with respect to any Dispute resolved by arbitration.

(e) Enforcement of Arbitration Award . To the extent permissible under Florida law, the Parties agree that the award of the Arbitrators shall be final and binding and not subject to judicial review. Judgment on the arbitration award may be entered and enforced in any court having jurisdiction over the Parties or their respective assets. It is the intent of the Parties that the arbitration provisions hereof be enforced to the fullest extent permitted by Florida law.

(f) Arbitration Expenses . Each Party shall pay its own expenses of arbitration and the expenses of the Arbitrators shall be equally shared: provided, however, that if in the opinion of the Arbitrators any claim by either Party hereunder or any defense or objection thereto by the other Party was unreasonable and not made in good faith, the Arbitrators may assess, as part of the award, all or any part of the arbitration expenses (including, without limitation, reasonable attorneys’ fees) of the other Party and of the Arbitrators against the Party raising such unreasonable claim, defense, or objection. Nothing herein set forth shall prevent the Parties from settling any dispute by mutual agreement at any time.

26. Time of the Essence . Time is of the essence with regard to each of the dates and time periods specified in this Contract.

27. Relationship of the Parties; No Joint Venture . Each Party shall at all times act as an independent contractor with respect to its performance under this Contract. Neither Party shall represent itself or be considered a representative or agent of the other Party for any purpose. The Parties have not entered into any partnership, joint venture, agency or other such relationship by virtue of this Contract.

28. Remedies . Unless a specific remedy for a breach of a particular obligation of a Party is provided for in this Contract (in which event only such specified remedy shall apply to such breach), the Parties agree that they shall each have available to them, and may avail themselves of, all such rights and remedies as may be available to such Party under Article 2 of the UCC in respect of a breach of any of the provisions of this Contract, or as may otherwise be available at law or in equity.

29. Incorporation of Exhibits . All Exhibits attached hereto (i.e., Exhibits A, B, C, and D) are by this reference incorporated herein and made a part hereof for all purposes as if fully set forth herein. Any material default of any of the provisions of any such Exhibit shall be deemed a violation of the terms of this Contract subject solely to a remedy for ordinary damages and shall not excuse the non-defaulting party from performance hereunder.

IN WITNESS WHEREOF, the Parties have caused this Contract to be signed by their respective duly authorized officers effective as of the day and year first written above.


SEMINOLE ELECTRIC COOPERATIVE, INC.

By:		/s/ Steven R. Shearer
Name:		Steven R. Shearer
Title:		Senior Vice President, Finance and Administration Division, and Assistant Treasurer

LAFARGE CORPORATION

By:		/s/ David C. Jones
Name:		David C. Jones
Title:		Vice President - Legal Affairs and Secretary

Exhibit A

* * *

Exhibit B

AGREEMENT OF SALE AND PURCHASE

SEMINOLE ELECTRIC COOPERATIVE, INC. (SELLER)

LAFARGE CORPORATION (BUYER)

Exhibit B

AGREEMENT OF SALE AND PURCHASE

SEMINOLE ELECTRIC COOPERATIVE, INC. (SELLER)

LAFARGE CORPORATION (BUYER)


PROPERTY:		Approximately 88.312 Acres, Together with an Ingress and Egress Easement, Gas Pipeline Easement, Conveyor Easement, Groundwater Use Agreement, Backup Storage Agreement, Railroad Crossing Agreement and Amendment to Railroad License Agreement, Putnam County, Florida

EFFECTIVE DATE: August 9, 1999


CONTENTS		PAGE
1.	Agreement to Sell and Purchase		1
2.	Purchase Price		2
3.	Settlement		2
4.	Survey and Title		2
5.	Representations and Warranties of Seller		3
6.	Representations and Warranties of Buyer		5
7.	Conditions of Buyer’s Obligations		5
8.	Possession		7
9.	Settlement Costs and Prorations		7
10.	Condemnation		7
11.	Default by Buyer		8
12.	Default by Seller		8
13.	Risk of Loss		8
14.	Brokerage		8
15.	Access to the Property		8
16.	Notice		9
17.	Indemnity by Seller		9
18.	Further Assurances		10
19.	Gypsum Contract		10
20.	Miscellaneous		10
21.	Counterparts		11
22.	Offer		11
23.	Seller’s Completion of Settlement		11


EXHIBITS:

EXHIBIT “A”		PROPERTY LEGAL DESCRIPTION INGRESS AND EGRESS EASEMENT LEGAL DESCRIPTION GAS PIPELINE EASEMENT LEGAL DESCRIPTION CONVEYOR EASEMENT LEGAL DESCRIPTION

EXHIBIT “B”		GROUNDWATER USE AGREEMENT

EXHIBIT “C”		BACKUP STORAGE AGREEMENT

EXHIBIT “D”		RAILROAD CROSSING AGREEMENT

EXHIBIT “E”		AMENDMENT TO RAILROAD LICENSE AGREEMENT

EXHIBIT “F”		ENCUMBRANCES

EXHIBIT “G”		WARRANTY DEED

EXHIBIT “H”		INGRESS AND EGRESS EASEMENT

EXHIBIT “I”		GAS PIPELINE EASEMENT

EXHIBIT “J”		CONVEYOR EASEMENT

AGREEMENT OF SALE AND PURCHASE

THIS AGREEMENT OF SALE AND PURCHASE is made this 9th day of August, 1999, between SEMINOLE ELECTRIC COOPERATIVE, INC. , a Florida corporation (“ Seller ”) and LAFARGE CORPORATION , a Maryland corporation, or its assignee or nominee (“ Buyer ”). The Agreement is to be effective as of the date first above written which is the date this Agreement is executed by Seller and delivered to Buyer (the “ Effective Date ”).

In consideration of the covenants and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Agreement to Sell and Purchase . Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, subject to the terms and conditions of this Agreement, the following property, property interests and agreements, all of which are located in Putnam County, Florida:

(a) Approximately 88.312 acres as more fully described in the legal description contained in Exhibit “A ” (hereinafter “ Plant Property ”); and

(b) An easement for ingress and egress over and across the real property described in the legal description contained in Exhibit “A ” (hereinafter “ Ingress and Egress Easement ”); and

(c) An easement for a gas pipeline and ingress and egress over, under and across the real property described in the legal description contained in Exhibit “A ” (hereinafter “ Gas Pipeline Easement ”); and

(d) An easement for a conveyor and limited access over, across and on the real property described in the legal description contained in Exhibit “A” (hereinafter “ Conveyor Easement ”);

which may be collectively referred to hereinafter as the “ Property ”; and

(e) Groundwater Use Agreement in substantially the form attached hereto as Exhibit “B ” (“ Groundwater Use Agreement ”); and

(f) Backup Storage Site License Agreement Option in substantially the form attached hereto as Exhibit “C ” (“ Backup Storage Agreement ”); and

(g) Railroad Crossing Agreement in substantially the form attached hereto as Exhibit “D ” (“ Railroad Crossing Agreement ”); and

(h) Amendment to Railroad License Agreement in substantially the form attached hereto as Exhibit “E ” (“ Amendment to Railroad License Agreement ”);

2. Purchase Price . The purchase price for the Property is One Hundred Eighty-five Thousand and No/100 Dollars ($185,000.00) (the “ Purchase Price ”), payable as follows:

(a) One Thousand and No/100 Dollars ($1,000.00) (the “ Deposit ”) by check payable to Holland & Knight LLP (“ Escrow Agent ”) which check shall be delivered to Escrow Agent within seventy-two (72) hours following the Effective Date and applied to the Purchase Price at Settlement or otherwise distributed in accordance with the terms of this Agreement.

(b) The balance of the Purchase Price shall be paid to Seller at Settlement (as defined below) in cash by wire transfer of immediately available federal funds, by certified or cashier’s check or by attorney’s trust account check.

3. Settlement . Settlement shall be held on or before November 5, 1999 (or on the next business day thereafter if such date is not a business day), or on such date as Buyer and Seller shall mutually agree upon, at Seller’s attorneys’ office at Allen, Dell, Frank & Trinkle, P.A., 101 East Kennedy Boulevard, Suite 1240, Tampa, Florida 33601 at 11:00 a.m., as may be extended to allow Seller to cure title and survey defects as set forth in Paragraph 4 hereof (“ Settlement ”). It is agreed that the time of Settlement and the obligation of Seller to deliver the warranty deed at Settlement are of the essence of this Agreement.

4. Survey and Title .

(a) Within twenty (20) days after the Effective Date, Buyer shall obtain a staked boundary survey of the Property by a Florida licensed land surveyor certified to Buyer, Seller, and the Title Company in a form sufficient for the Title Company (as defined below) to delete the survey exceptions, showing thereon the correct legal metes and bounds description, the total acres of the Property, its proper dimensions, the applicable Federal Flood Plain, any building restriction lines, easements, dedications, setbacks of record, rights-of-way, encroachments, the Encumbrances (as defined below), and any other title exceptions.

(b) Within twenty (20) days after the Effective Date, Buyer shall obtain an owner’s title insurance commitment from a Florida licensed title insurer (“ Title Company ”) covering the Property in the full amount of the Purchase Price, together with true, correct and complete copies of all instruments referred to in Schedule B thereof. At Settlement, Buyer shall obtain an updated title insurance commitment showing good and marketable title to the Property in Buyer; and, at Settlement, an owner’s title insurance policy on an ALTA Form B Policy as to the Property in Buyer in the amount of the total Purchase Price. Said commitment shall show title in Seller and the policy with respect to the Property shall insure in Buyer fee simple title in the Property together with easements, as appropriate, free and clear of all liens and encumbrances except those accepted by Buyer pursuant to the terms of this Agreement.

Buyer shall have ten (10) business days after (i) receipt of the title insurance commitment or (ii) receipt of the survey provided for above, whichever is later, in which to examine the survey and title to the Property and to determine the nature of any defects or matters unacceptable to Buyer (including the Encumbrances, hereinafter defined) and/or in the state of facts disclosed by said updated survey unacceptable to Buyer. If the title to all or part of the Property is subject to liens, encumbrances, easements, conditions or restrictions unacceptable to Buyer, or in the event of any encroachment unacceptable to Buyer, Buyer shall give written notice to Seller within said ten (10) business day period of such defects and Seller shall have a period of thirty-one (31) days after receipt of such written notice thereof within which to remedy

or remove, using Seller’s due diligence, any such defect, lien, encumbrance, easement, condition, restriction or encroachment, or obtain title insurance against the same. If Seller is unable, using Seller’s due diligence, to cure such defects within said thirty-one (31) day period of which it has been notified, Buyer may terminate this Agreement upon notice to Seller and the Deposit shall be released to Buyer, or Buyer may elect to close and accept a conveyance subject to such defects.

(c) Seller hereby represents and warrants that it has, or at Settlement will have, good and marketable fee simple title to the Property, subject only to the encumbrances set forth on Exhibit “F ” attached hereto (“ Encumbrances ”). Seller hereby covenants that prior to Settlement Seller will not take any action that will result in a change in the condition of title to the Property as previously approved by Buyer.

5. Representations and Warranties of Seller . Seller, to induce Buyer to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Buyer as follows:

(a) Seller has no knowledge of, and has received no notice from, any governmental authority requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, any applicable environmental laws or regulations. There is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against or affecting Seller or the Property or any portion thereof or relating to or arising out of the ownership of the Property, in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality.

(b) No assessments or charges for any public improvements have been made against the Property which remain unpaid, no improvements to the Property or any roads or facilities abutting the Property have been made or ordered for which a lien, assessment or charge can be filed or made, and Seller has no knowledge of any plans for improvements by any governmental or quasi-governmental authority which might result in a special assessment against the Property. Seller has incurred no obligations relating to the installation of or connection to any sanitary sewers or storm sewers which shall be enforceable against the Property, and all public improvements ordered, advertised, commenced or completed prior to the date of this Agreement shall be paid for in full by Seller prior to Settlement. Seller will be responsible for any payment of assessments or notices of assessments made prior to the Effective Date for any public improvement provided Settlement is completed hereunder.

(c) Seller has received no written notice of any present or threatened ban, moratorium or other limitation of any kind on new connections or additional flows to the sewage treatment plant serving or to serve the Property or the conveyance facilities leading to such sewage treatment plant.

(d) To the best of the Seller’s knowledge and belief: (i) there has been no disposal, burial or placement of toxic or hazardous waste, debris or other foreign material on or about the Property; (ii) the Property and Seller are not in violation of any of the applicable requirements of law in connection with the disposal, storage, treatment, processing and other

handling of waste and the emission or discharge of any effluent, contaminants, pollution or other materials, and no other person or entity has used all or part of the Property or any lands contiguous to the Property in violation of any of those requirements of law; (iii) there is no contamination, pollution or danger of pollution resulting from a condition on or under the Property or on or under any lands in the vicinity of the Property that could potentially contaminate the Property; (iv) there are no storage tanks on the Property; (v) environmental conditions associated with the Property are in compliance with all applicable, relevant and appropriate federal, state and local governmental environmental standards, criteria, limitations and requirements; and (vi) Seller has disclosed to Buyer all material information in Seller’s possession relating to the environmental condition of the Property.

(e) There are no service, equipment, supply, maintenance, water, sewer, or other utility or concession agreements or other agreements with respect to or affecting the Property which will burden the Property or Buyer after Settlement in any manner whatsoever, with the exception of Seller’s buried power cable serving Seller’s other adjacent lands, to be shown on the survey, the CSXT railroad crossing and an ingress and egress easement to be reserved by Seller in the Deed, hereinafter defined, over and across the Plant Property.

(f) Seller is a duly existing Florida corporation and has the power and authority to enter into this Agreement and to consummate the transactions herein contemplated.

(g) There are no existing leases, whether oral or written, agreements of sale, options, tenancies, licenses or any other claims to possession affecting the Property, except as listed on Exhibit “F” hereto.

(h) No representation, statement or warranty by Seller contained in this Agreement contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. If, after Seller’s execution hereof, any event occurs or condition exists which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer.

(i) Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Seller, nor the consummation of the sale, constitutes or will constitute a violation or breach of the Articles of Incorporation or By-Laws of Seller, or of any agreement or other instrument to which it is a party, to which it is subject or by which it is bound.

(j) The execution and delivery of this Agreement have been duly authorized and no further corporate action is required on the part of Seller to consummate the transaction contemplated hereby. The person executing this Agreement on behalf of Seller has all requisite authority to execute this Agreement, and this Agreement, as executed, is valid, legal and binding upon Seller. There are no proceedings pending or threatened by or against Seller in bankruptcy, insolvency or reorganization in any state or federal court.

6. Representations and Warranties of Buyer . Buyer, to induce Seller to enter into this Agreement and to complete the sale and purchase of the Property hereunder, represents, warrants and covenants to Seller as follows:

(a) Buyer is a duly existing Maryland corporation and has the power and authority to enter into this Agreement and to consummate the transactions herein contemplated.

(b) No representation, statement or warranty by Buyer contained in this Agreement contains or will contain any untrue statements or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. If, after Buyer’s execution hereof, any event occurs or condition exists which renders any of the representations contained herein untrue or misleading, Buyer shall promptly notify Seller.

(c) Neither the execution and delivery of this Agreement, nor compliance with the terms and conditions of this Agreement by Buyer, nor the consummation of the sale, constitutes or will constitute a violation or breach of the Articles of Incorporation or By-Laws of Buyer, or of any agreement or other instrument to which it is a party, to which it is subject or by which it is bound.

(d) The execution and delivery of this Agreement have been duly authorized and no further corporate action is required on the part of Buyer to consummate the transaction contemplated hereby. The person executing this Agreement on behalf of Buyer has all requisite authority to execute this Agreement, and this Agreement, as executed, is valid, legal and binding upon Buyer. There are no proceedings pending or threatened by or against Buyer in bankruptcy, insolvency or reorganization in any state or federal court.

7. Conditions of Buyer’s Obligations . The obligation of Buyer under this Agreement to purchase the Property from Seller is subject to the satisfaction at Settlement of each of the following conditions (any one of which may be waived in whole or in part by Buyer at or prior to Settlement):

(a) All of the representations and warranties by Seller set forth in this Agreement shall be true and correct at and as of Settlement in all respects as though such representations and warranties were made at and as of Settlement, and Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed on its part prior to or as of Settlement.

(b) Buyer shall have a period from the Effective Date through the day before the Settlement (“ Due Diligence Period ”) to conduct due diligence investigations and analysis of the Property, including, without limitation, entering on the Property to conduct soil borings, environmental and other tests, and all information pertaining to the Property; and to subdivide the Property, if required by law. Seller will cooperate with Buyer in any subdivision of the Property and sign any required documents in connection therewith. If Buyer, after using due diligence, determines that the Property is not suitable for Buyer’s intended use, or is unable to obtain any required subdivision of the Property; and notifies Seller by 5:00 p.m. on the last day of the Due Diligence Period of its election to terminate this Agreement, the Deposit and all accrued interest shall be returned to Buyer, this Agreement thereupon shall become void and there shall be no further obligation or liability on either of the parties hereto.

(c) Seller obtaining and delivering to Buyer on or prior to Settlement an approval of the Rural Utilities Service, National Rural Utilities Cooperative Finance Corporation and any other persons or entities, as necessary or appropriate, who may have a recorded interest in the Property.

(d) Title to the Property shall be as provided in Exhibit “F ” attached hereto.

(e) Five (5) days after the Effective Date, Seller shall deliver to Buyer:

(i) the latest surveys of the Property prepared by a registered and licensed surveyor which are in Seller’s possession;

(ii) copies of any contracts with respect to the Property;

(iii) copies of the latest environmental reports with respect to the Property which are in Seller’s possession;

(iv) copies of the latest title commitment and title policy with respect to the Property which are in Seller’s possession; and

(f) At Settlement, Seller shall deliver to Buyer duly executed originals of the following:

(i) A general warranty deed to the Plant Property duly executed and acknowledged by Seller and in substantially the form attached hereto as Exhibit “G” (“ Deed ”).

(ii) A Nonforeign Person Certification in the form required under Section 1445 of the Internal Revenue Code.

(iii) The Ingress and Egress Easement in substantially the form attached hereto as Exhibit “H” .

(iv) The Gas Pipeline Easement in substantially the form attached hereto as Exhibit “I” .

(v) The Conveyor Easement in substantially the form attached hereto as Exhibit “J” .

(vi) The Groundwater Use Agreement.

(vii) The Backup Storage Agreement

(viii) The Railroad Crossing Agreement.

(ix) The Amendment to Railroad License Agreement.

Unless all the foregoing conditions contained in this Paragraph 7 are satisfied within the time period specified, or if no time period is specified, prior to or at Settlement, Buyer, at its election, may either (i) extend the date for Settlement until such conditions are satisfied, or (ii) terminate this Agreement and have the Deposit refunded or (iii) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed.

8. Possession . Possession of the Property shall be given to Buyer at Settlement unoccupied and free of any leases, other claims to or rights of possession, except as provided for in the Encumbrances as modified pursuant to the terms and provisions of this Agreement.

9. Settlement Costs and Prorations . The closing costs and prorations of this transaction shall be paid at or prior to Settlement as follows:

(a) Seller shall pay:

(i) the cost of recording releases of existing liens and any corrective title instruments; and

(ii) Seller’s attorneys’ fees; and

(b) Buyer shall pay:

(i) the cost of documentary stamps on the Deed;

(ii) the cost of the title insurance commitment and policy;

(iii) the cost of the survey;

(iv) the cost of recording the Deed; and

(v) Buyer’s attorneys’ fees.

(c) All real estate taxes and assessments, both general and special, shall be prorated on a per diem basis as of the date of Settlement based on the amount of taxes due in November of the year of Settlement. Upon receipt of the actual tax bills for the Property, post-closing adjustments will be made between the parties if necessary to carry out the intent of this subparagraph.

10. Condemnation . Seller covenants and warrants that Seller has not heretofore received any notice of any condemnation proceeding or other proceeding in the nature of eminent domain affecting the Property. If prior to Settlement any such proceeding is commenced or any change is made, or proposed to be made, to the current means of ingress and egress to the Property or to the roads or driveways adjoining the Property, or to change such ingress or egress or to change the grade thereof, Seller agrees immediately to notify Buyer thereof. Buyer then shall have the right, at Buyer’s option, to terminate this Agreement by giving written notice to Seller within thirty (30) days after receipt of such notice. If Buyer does not so terminate this Agreement, Buyer shall proceed to Settlement hereunder as if no such proceeding had commenced and will pay Seller the full Purchase Price in accordance with this Agreement.

11. Default by Buyer . If Buyer, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, the Deposit shall be paid to Seller. Such payment of the Deposit to Seller shall be deemed to be liquidated damages for Buyer’s default, or Seller may seek specific performance against Buyer.

12. Default by Seller . If Seller, without the right to do so and in default of its obligations hereunder, fails to complete Settlement, the Deposit shall be returned to Buyer. In addition, Buyer may seek specific performance against Seller.

13. Risk of Loss . Seller shall bear the risk of all loss or damage to the Property from all causes until Settlement.

14. Brokerage . Buyer represents and warrants to Seller and Seller represents and warrants to Buyer that each dealt with no broker, agent, finder or other intermediary in connection with this sale and purchase. Seller agrees to indemnify, defend and hold Buyer harmless from and against any broker’s claim arising from any breach by Seller of Seller’s representation and warranty in this paragraph. Buyer agrees to indemnify, defend and hold Seller harmless from and against any broker’s claim arising from any breach by Buyer of Buyer’s representation and warranty in this paragraph.

15. Access to the Property . Prior to Settlement:

(a) At reasonable times, Buyer, its architects, attorneys, engineers, contractors and other representatives, at Buyer’s expense, shall be afforded reasonable access to the Property to inspect, measure, appraise, test and make surveys of the Property. Buyer shall not interfere unreasonably with Seller’s operations of Seller’s power plant adjacent to the Property and shall restore any area disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer shall indemnify and hold Seller harmless from any and all liability, including any claim for damage to person or property, occurring as a result of such access.

(b) Seller promptly shall notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in material default of its obligations under any permit or material agreement affecting the Property, or any portion or portions thereof.

(c) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Settlement without charge, cost, penalty or premium.

(d) Seller shall not enter into any leases for any portion of the Property or Seller’s power plant adjacent to the Property.

16. Notice . All notices, requests and other communications under this Agreement shall be in writing and shall be delivered (i) in person, (ii) by registered or certified mail, return receipt requested, (iii) by recognized overnight delivery service providing positive tracking of items (for example, Federal Express), or (iv) by facsimile transfer, addressed or facsimiled as follows or at such other address of which Seller or Buyer shall have given notice as herein provided:

If intended for Seller:

Seminole Electric Cooperative, Inc.

16313 North Dale Mabry Highway

Tampa, Florida 33618

Attn: Mr. Michael Opalinski

Fax No.: (813) 264-7906

With a copy to:

Allen, Dell, Frank & Trinkle, P.A.

Post Office Box 2111

Tampa, Florida 33601

Attn: Robert A. Mora, Esquire

Fax No.: (813) 229-6682

If intended for Buyer:

Lafarge Corporation

11130 Sunrise Valley Drive Suite 100

Reston, Virginia 20191

Attn: Mr. Gary Molchan

Fax No.: (703) 264-0200

With a copy to:

Linda B. Matarese, Esquire

Assistant General Counsel

Lafarge Corporation

11130 Sunrise Valley Drive Suite 300

Reston, Virginia 20191

Fax No.: (813) 264-3629

With a copy to:

Holland as Knight LLP

50 N. Laura Street, Suite 3900

Jacksonville, Florida 32202

Attn: John J. Mikals, Esquire

Fax No.: (904) 358-1872

All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof only upon receipt by the party to whom such notice is sent. Notices by the parties may be given by their respective attorneys on the party’s behalf.

17. Indemnity by Seller . Provided that Settlement has taken place hereunder, Seller agrees to indemnify and hold harmless Buyer from and against, and to reimburse Buyer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and

expenses (including attorney’s fees and court costs) asserted against or incurred by Buyer by reason of or arising out of (a) a breach of any representation or warranty of Seller as set forth in this Agreement, (b) the failure of Seller to perform any obligation required by this Agreement to be performed by it, and (c) the ownership, maintenance and use of the Property prior to Settlement.

18. Further Assurances . After Settlement, at Buyer’s sole cost and expense, Seller shall execute, acknowledge and deliver, for no further consideration, all assignments, transfers, deeds and other documents as Buyer may reasonably request to vest in Buyer and perfect Buyer’s right, title and interest in and to the Property as contemplated in this Agreement.

19. Gypsum Contract . The parties agree that this Agreement is entered into in connection with that certain Gypsum Contract dated August 9, 1999, executed by the parties. It is hereby agreed that a default, beyond applicable notice and cure periods, under the terms of the Gypsum Contract will constitute a default under the terms of this Agreement.

20. Miscellaneous .

(a) All of the representations and warranties contained in this Agreement, all covenants, restrictions, conditions, agreements and indemnities made herein, and all obligations to be performed under the provisions hereof shall survive Settlement.

(b) The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

(c) Buyer shall have the right to assign this Agreement with Seller’s prior written consent, which will not be unreasonably withheld, and upon notice from Buyer, Seller agrees to convey the Property or any portion thereof directly to Buyer’s approved assignee provided that Buyer and/or assignee have fulfilled Buyer’s obligations under this Agreement.

(d) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, transferees, successors and assigns.

(e) This Agreement, including the exhibits attached hereto, contains the whole agreement as to the Property between Seller and Buyer and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise of any kind whatsoever concerning this sale and purchase. This Agreement shall not be altered, amended, changed or modified except in writing executed by the parties hereto.

(f) This Agreement shall be construed in accordance with the laws of the State of Florida.

(g) Both parties to this Agreement having participated fully and equally in the negotiation and preparation hereof, this Agreement shall not be more strictly construed, or any ambiguities within this Agreement resolved, against either party hereto.

(h) In the event of any litigation in connection with this Agreement, the prevailing party shall be reimbursed by the other party for all reasonable costs and expenses incurred in connection therewith, including reasonable attorneys’ fees, at trial or on appeal.

(i) Neither this Agreement, nor any notice of it, shall be recorded in any public records.

21. Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original and all of which taken together, shall be deemed to constitute a single agreement, even though all of the parties may not have executed the same counterpart.

22. Offer . This Agreement shall constitute an offer from Buyer to Seller and shall automatically terminate and be revoked unless Seller has delivered a fully executed copy of this Agreement to Buyer on or before August 9, 1999.

23. Seller’s Completion of Settlement . Seller’s obligations under this Agreement are conditioned upon approval of this Agreement by the Rural Utilities Service and any other applicable authorities. In the event Seller, using due diligence, is unable to obtain such approvals by on or before Settlement, this Agreement shall terminate and the Deposit shall be returned to Buyer as its sole and exclusive remedy.

IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Agreement to be duly executed, under seal, as of the day and year first written above.


SELLER:

SEMINOLE ELECTRIC COOPERATIVE, INC.

By:
Print Name:
Its:		President

BUYER:

LAFARGE CORPORATION

By:
Print Name:
Its:		President

Exhibit C

ESCROW AND SECURITY AGREEMENT

This ESCROW AND SECURITY AGREEMENT, dated as of [ ], 1999 (this “ Security Agreement ”), among SEMINOLE ELECTRIC COOPERATIVE, INC., an electric generation and transmission cooperative corporation organized under the laws of the State of Florida, as pledgor (“ Seminole ”), LAFARGE CORPORATION, a Maryland Corporation (“ Lafarge ” or the “ Secured Party ”) as secured party, [ ], a [ ], as collateral agent (“ Collateral Agent ”), and [ ], a [ ], as securities intermediary (the “ Securities Intermediary ”).

WHEREAS , Seminole has entered into a certain Gypsum Contract (the “ Gypsum Contract ”), made and entered into as of August 6, 1999 with Lafarge whereby Seminole agrees to sell, and Lafarge agrees to purchase, all of the synthetic gypsum converted from scrubber spent slurry created through the operation of the Seminole Plant, to the extent such gypsum complies with certain specifications as described in the Gypsum Contract; and

WHEREAS , pursuant to Section 2A(b) of the Gypsum Contract, Seminole and Lafarge have agreed to enter into this Security Agreement to provide security for Seminole’s obligations under the Gypsum Contract in certain circumstances;

NOW, THEREFORE , in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1

DEFINITIONS.

Capitalized terms used in this Security Agreement and not otherwise defined herein shall have the respective meanings specified in the Gypsum Contract. Notwithstanding the foregoing, except as otherwise defined or indicated by the context herein, all terms that are defined in the Uniform Commercial Code as in effect in the State of Florida from time to time (the “ UCC ”) shall have the meanings given such terms in Articles 8 and 9 of the UCC.

In addition, for purposes of this Security Agreement, the following defined terms shall have the meanings set forth below:

“ Applicable Law ” shall mean all applicable statutes, treaties, judgments, decrees, injunctions, writs and orders of any court, arbitration board or governmental authority and rules, regulations, orders, ordinances, licenses and permits of any governmental authority.

“ Collateral ” shall mean all right, title and interest, whether now owned or hereafter existing, of Seminole in, to and under the Permitted Securities, the Permitted Securities Account, and all proceeds thereof.

“ Permitted Securities ” shall mean (i) debt securities of U.S. corporations rated “A” or better by Standard and Poor’s Corporation (and not on such organization’s watchlist for possible downgrading), (ii) direct obligations of the United States of America or obligations guaranteed as to principal and interest by the United States of America, (iii).securities issued by agencies of the

U.S. Federal government whether or not backed by the full faith and credit of the United States rated “AA” or better by Standard and Poor’s Corporation; and (iv) mutual funds that invest primarily (more than 90%) in any of the foregoing, which with respect to the securities described in (i), (ii), (iii) or (iv), above, mature (a) with respect to debt securities purchased with the proceeds of amounts delivered by Seminole to the Collateral Agent pursuant to Section 4.1(b) or 8.1 on or prior to December 31, 2008, not later than December 31, 2011 and (b) with respect to debt securities purchased with the proceeds of amounts delivered by Seminole to the Collateral Agent pursuant to Section 4.1(b) or 8.1 after December 31, 2008, no later than three years from the date of purchase.

“ Permitted Securities Account ” shall have the meaning set forth in Section 4.1 of this Security Agreement.

“ Secured Obligations ” shall have the meaning as set forth in Section 5 hereof.

Section 2

SECURITIES INTERMEDIARY

Section 2.1 Successor Securities Intermediary . If the Securities Intermediary shall resign, a replacement Securities Intermediary shall be appointed which shall be satisfactory to Seminole and the Collateral Agent. Such replacement of the Securities Intermediary shall be effected in a manner which does not result in any interruption of the security interest granted to the Collateral Agent for the benefit of the Secured Party pursuant to this Security Agreement. Any successor Securities Intermediary must make all the representations, warranties and covenants set forth in Section 2.2 of this Security Agreement.

Section 2.2 Representations, Warranties, and Covenants of Securities Intermediary . The Securities Intermediary represents, warrants, and covenants that it is as of the date hereof and shall be for so long as it is the securities intermediary hereunder a corporation or a national bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder. The Securities Intermediary agrees with the parties hereto that, as of the date hereof and for so long as it is the securities intermediary hereunder, the Permitted Securities Account shall be a securities account of the Collateral Agent to which financial assets may be credited. The Securities Intermediary agrees with the parties hereto that for so long as it is the securities intermediary hereunder each item of property credited to the Permitted Securities Account shall be treated as a “financial asset” within the meaning of the UCC. The Securities Intermediary undertakes that for so long as it is the securities intermediary hereunder, it will treat the Collateral Agent as entitled to exercise the rights that comprise such financial assets. The Securities Intermediary acknowledges that as a result of Section 10.6 of this Security Agreement, the “securities intermediary’s jurisdiction” as defined in the UCC of the Securities Intermediary with respect to the Collateral, shall be the State of Florida. The Securities Intermediary represents, warrants, and covenants that it is not and will not be (as long as it is the securities intermediary hereunder) a party to any agreement that is inconsistent with the provisions of this Security Agreement. The Securities Intermediary covenants that so long as it is the securities intermediary hereunder it will not take any action inconsistent with the provisions of this Security Agreement.

The Securities Intermediary agrees and covenants that for so long as it is the securities intermediary hereunder, (i) it shall comply with entitlement orders originated by the Collateral Agent without the further consent of any other person or entity, and (ii) it will not agree with any person other than the Collateral Agent to comply with entitlement orders originated by such other person The Securities Intermediary agrees and covenants that for so long as it is the securities intermediary hereunder, the Permitted Securities Account and all property credited to it shall not be subject to any lien, security interest, or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Collateral Agent).

Section 3

APPOINTMENT OF COLLATERAL AGENT; COLLATERAL AGENT’S DUTIES.

Section 3.1 Appointment . The Secured Party hereby appoints [ ] to act as the initial Collateral Agent hereunder. The powers conferred on the Collateral Agent hereunder are solely to protect the interest of the Secured Party in the Collateral, and except to the extent set forth herein, shall not impose any duty upon it to exercise any such powers. Except for the obligations of the Collateral Agent set forth hereunder, the Collateral Agent shall have no duty as to the Collateral or other matters relative to the Collateral whether or not the Collateral Agent has or is deemed to have knowledge of such matters or of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral; provided, however, that if delivery or presentment of any Collateral to any other Person is required in connection with any distribution in respect of such Collateral, the Collateral Agent shall, at Seminole’s expense, cooperate to effect such delivery. Except as otherwise expressly contemplated herein, the Secured Party may direct or give instructions to the Collateral Agent to take or refrain from taking any action within the scope of this Security Agreement.

Section 3.2 Liability of Collateral Agent . The liability of the Collateral Agent to transfer or to apply funds for the payment of Secured Obligations shall be limited to the Collateral, and the Collateral Agent shall not have any liability whatsoever, except as set forth in Section 3.5, for any insufficiency of funds required to pay the Secured Obligations except to notify the Secured Party of such insufficiency.

Section 3.3 Collateral Agent Not Required to Use Own Funds . The Collateral Agent shall never be required to use or to advance its own funds or otherwise to incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights and powers hereunder, except as set forth in Section 3.5. The Collateral Agent shall not be liable for any action taken or not taken by it in good faith without gross negligence and believed by it to be within the discretion or power conferred upon it by this Security Agreement, nor shall the Collateral Agent be responsible for the consequences of any error or judgment in performing the duties of the Collateral Agent under this Security Agreement except, in each case, as set forth in Section 3.5.

Section 3.4 Standard of Care . The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession or under its control if such Collateral is accorded treatment equal to that which the Collateral Agent accords its own property. At the written request of Seminole or the Secured Party, the Collateral Agent shall prepare and deliver to Seminole and the Secured Party a report identifying the

Permitted Securities Account and specifying the identity and location of all Collateral as of the end of the month preceding the date of such report. All Collateral delivered to the Collateral Agent hereunder shall be segregated by the Collateral Agent from other assets of the Collateral Agent, Seminole, the Secured Party and any other Person and shall be held in the Permitted Securities Account.

Section 3.5 Duties of Collateral Agent . The Collateral Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any Applicable Law, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct, ordinary negligence in the receipt, handling or disbursement of funds, breach of this Security Agreement, or failure to exercise reasonable care in the custody and preservation of any Collateral in its possession or under its control.

Section 3.6 Reliance on Written Instructions; Action through Agents or Attorneys . The Collateral Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Collateral Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Collateral Agent may at any time request written instructions from the Secured Party with respect to the interpretation of this Security Agreement or of any action to be taken or suffered or not taken hereunder. The Collateral Agent shall not be personally responsible for or in respect to the genuineness, form or value of the Collateral, the validity or sufficiency of this Security Agreement or for the due execution hereof by the other parties hereto. In the exercise or administration of its duties hereunder, the Collateral Agent (i) may act directly or, at the expense of Seminole, through agents or attorneys, and the Collateral Agent shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Collateral Agent with reasonable care and in good faith, and (ii) may, at the expense of Seminole, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts. In the event that the Collateral Agent shall be uncertain about the interpretation of this Security Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Collateral Agent shall receive instructions with respect to the Collateral that are in its opinion in conflict with any other instructions with respect to the Collateral that it has received or in conflict with any provisions of this Security Agreement, (i) the Collateral Agent promptly shall notify the Secured Party (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Collateral Agent shall be entitled to refrain from taking any action other than to keep safely the Collateral until it shall be directed otherwise in writing signed by the Secured Party (and any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Collateral Agent does not receive a notice signed by the Secured Party (and any other involved parties, if necessary) resolving such

uncertainty or inconsistent instructions within a reasonable time, the Collateral Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Section 3.7 Indemnification of the Collateral Agent . Seminole hereby agrees to indemnify, defend and save harmless the Collateral Agent from and against any and all losses, expenses (including, without limitation, reasonable fees, disbursements and other expenses of counsel), taxes, assessments, liabilities, claims, damages, actions, suits or other charges incurred by or assessed against the Collateral Agent for anything done or omitted by it in the performance of its duties hereunder other than as a result of its gross negligence or willful misconduct.

Section 3.8 Resignation and Replacement of the Collateral Agent .

(a) The Collateral Agent may resign at any time and thereupon be discharged of its duties and obligations as Collateral Agent hereunder by giving thirty (30) days’ prior written notice thereof to Seminole and the Secured Party. Upon expiration of such 30-day period, the Collateral Agent shall have no further obligation hereunder except to hold the Collateral in the Permitted Securities Account and shall not take any further action until the Secured Party shall have appointed a successor Collateral Agent. Upon receipt of written instructions signed by the Secured Party, the Collateral Agent shall promptly turn over the Collateral to the successor Collateral Agent to be held in the Permitted Securities Account. The Collateral Agent shall thereafter have no further duties or obligations hereunder.

(b) The Collateral Agent may be removed and discharged from its duties and obligations as Collateral Agent hereunder by the Secured Party, so long as the Secured Obligations have not been indefeasibly paid and performed in full by delivering a written notice of such removal to the Collateral Agent specifying the date when such removal shall be effective (but such a removal shall in no event be effective prior to the appointment of a successor Collateral Agent). In the event of such removal by the Secured Party, Seminole shall appoint a successor Collateral Agent and, upon receipt of written instructions therefrom, the Collateral Agent shall promptly turn over the Collateral to such successor Collateral Agent to be held in the Permitted Securities Account. If no such successor Collateral Agent shall have been appointed within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction to appoint a successor Collateral Agent. The Collateral Agent shall thereafter have no further duties or obligations hereunder.

Section 4

CREATION OF PERMITTED SECURITIES ACCOUNT; PURCHASE OF PERMITTED SECURITIES.

Section 4.1 Establishment and Maintenance of Permitted Securities Account; Purchase of Securities .

(a) Concurrently with the execution and delivery of this Security Agreement, Seminole and the Collateral Agent shall establish a securities account with the Securities Intermediary in the name of the Collateral Agent and indicating its capacity hereunder (the

“ Permitted Securities Account ”) which Permitted Securities Account shall be maintained by the Collateral Agent with the Securities Intermediary at all times separate and apart from all other accounts maintained with the Securities Intermediary. The initial Permitted Securities Account shall be Account No. [ ] at [ ]. All Collateral shall at all times be subject to the sole and exclusive dominion and control of the Collateral Agent in accordance with the provisions hereof, provided that the Collateral Agent shall act with respect thereto in accordance with the terms hereof. The Collateral may be withdrawn, transferred, or distributed from the Permitted Securities Account, or sold and liquidated, only as provided in this Security Agreement.

(b) In the circumstances contemplated by Section 2A(b) of the Gypsum Contract, by December 31, 2001, and by each annual anniversary thereof up to and including December 31, 2009, Seminole shall deliver to the Collateral Agent by wire transfer in federal funds the sum of * * * for credit to the Permitted Securities Account. If this Security Agreement shall be executed and delivered by the parties hereto on a date subsequent to 2001 in accordance with Section 2A(f) of the Gypsum Contract (e.g., in circumstances where this Security Agreement is executed and delivered pursuant to Section 2A(f) of the Gypsum Contract in substitution for other security arrangements contemplated by Section 2A(c) or (d)), Seminole shall deliver to the Collateral Agent by wire transfer in federal funds the amount required to be subject to an Escrow and Security Agreement, corporate guarantee or standby letter of credit in accordance with Section 2A of the Gypsum Contract (including Exhibit D thereto) on the date this Security Agreement is executed and delivered by the parties hereto. The Collateral Agent shall cause the Securities Intermediary to purchase with the proceeds of such payments by Seminole, as soon as practicable, such Permitted Securities as directed in writing by Seminole. The Securities Intermediary shall promptly credit such Permitted Securities to the Permitted Securities Account.

Section 5

GRANT OF SECURITY INTEREST IN PERMITTED SECURITIES.

Section 5.1 Grant of Security Interest in Favor of Secured Party . Seminole hereby pledges, assigns, grants, hypothecates, transfers and delivers to the Collateral Agent, on behalf of and for the benefit of the Secured Party, a first lien on and prior perfected security interest in, the Collateral as security for the prompt, complete, and timely payment by Seminole of all costs reasonably incurred by Lafarge in connection with obtaining and transporting to the Lafarge Plant all Alternative Complying Gypsum that Lafarge procures as provided in Section 4(d)(ii) of the Gypsum Contract (including the applicable purchase price therefor and all transportation and delivery costs) that are in excess of the applicable price per ton, as set forth in and adjusted pursuant to Section 9 of the Gypsum Contract, together with interest thereon as provided in Section 4(d)(ii) of the Gypsum Contract, including (without limitation) all such costs incurred by Lafarge after termination of the Gypsum Contract as a result of an Event of Default by Seminole under the Gypsum Contract through calendar year * * * (the “ Secured Obligations ”).

Section 5.2 Seminole’s Rights to Collateral . The Collateral shall be subject to the exclusive dominion and control of the Collateral Agent in accordance with the provisions hereof, and the Collateral Agent shall administer the Permitted Securities Account and the other Collateral subject to the terms of this Security Agreement. Other than the remittance of interest on the reinvestment of proceeds of Permitted Securities pursuant to Section 8 hereof in the

circumstances described in such Section, Seminole shall not have any rights or powers with respect to the Collateral, except as provided herein or by Applicable Law, or any control over the use of the Collateral, including, without limitation, any right to withdraw, transfer, or redeem any of the Permitted Securities from the Permitted Securities Account; provided, however, that the Collateral shall be released and returned to Seminole or to whomsoever may be lawfully entitled to receive such Collateral following the discharge of all Secured Obligations.

Section 6

RESTRICTIONS ON EXERCISE OF REMEDIES.

Until the Secured Obligations shall have been indefeasibly paid and performed in full, and whether or not there shall have occurred and be continuing any bankruptcy, moratorium, reorganization, or other insolvency proceeding by or against Seminole, the Secured Party shall have the option to direct the Collateral Agent to exercise any remedies with respect to the Collateral under or as provided in this Security Agreement or under Applicable Law. The Secured Party shall have no right to ask, demand or sue for or otherwise take or omit to take, or to require the Collateral Agent to ask, demand, or sue for or otherwise to take or omit to take, any remedies with respect to any of the Collateral under or as provided in this Security Agreement, that are not consistent (i) with the terms and conditions of this Security Agreement and (ii) with the priority and distribution of proceeds provisions set forth in Section 7.2 of this Security Agreement.

Section 7

REMEDIES.

Section 7.1 Rights of the Collateral Agent in Event of Failure to Pay any Secured Obligation . Upon receipt by the Collateral Agent of a written notice from the Secured Party that a Secured Obligation has not been paid by Seminole for a period of sixty (60) days from receipt by Seminole of an invoice from Lafarge with respect to such Secured Obligation, subject to the provision of Section 6 hereof:

(a) the Collateral Agent may, and shall at the direction of the Secured Party, exercise in respect of the Collateral all the rights or remedies available under the UCC or as otherwise may be available at law or in equity to a secured party upon default and, if so directed in writing by the Secured Party shall, without notice except as specified below, sell the Collateral or any part thereof at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable to the extent necessary to provide cash to pay such Secured Obligation. The Collateral Agent shall provide written notice to the Secured Party and Seminole prior to effecting any such sale, at such parties’ addresses specified in the Gypsum Contract by (i) registered mail, (ii) hand delivery, or (iii) special courier service (such as Federal Express, DBL, TNT, Worldcourier or similar courier) and if the purchaser fails to take up and pay for the Collateral so sold, the Collateral may again be similarly sold. The Secured Party may be the purchaser of any or all of the Collateral sold, and thereafter any purchaser of the Collateral shall own such Collateral free from any right of redemption, stay or appraisal of Seminole; provided, however, that the Secured Party shall not be entitled to purchase any of the Permitted Securities at any private sale for less than the then current market value of such securities;

(b) without limitation of the foregoing, the Collateral Agent may exercise, in its own name all its rights and the rights of the Secured Party under and in respect of the Collateral; and

(c) all cash proceeds received by the Collateral Agent with respect to the Collateral or in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied by the Collateral Agent in the order of priority set forth in Section 7.2. Any surplus of such cash or cash proceeds held by the Collateral Agent and remaining after payment in full of all the Secured Obligations shall be paid over by the Collateral Agent to Seminole or to whomsoever may be lawfully entitled to receive such surplus.

The Collateral Agent may enforce the right of pledge created hereby to the fullest extent possible in accordance with, and shall be entitled to all rights, remedies and benefits afforded to pledges under, the laws of the State of Florida. To the extent necessary to realize the benefit of the pledge of the Collateral effected by Section 5, Seminole authorizes the Collateral Agent to exercise any of Seminole’s rights in respect of the Collateral.

Section 7.2 Distribution of Proceeds of Collateral . Whether in connection with the exercise of remedies under Section 7.1 or otherwise, all proceeds of the Collateral, or any of it, shall be distributed in accordance with the following priority: proceeds of the Collateral shall be applied exclusively to the payment to Lafarge of the Secured Obligations until the Secured Obligations are paid in full. After the later of the discharge of all Secured Obligations and * * *, any remaining proceeds of the Collateral shall be transferred to Seminole or to whomsoever may be lawfully entitled to receive such proceeds.

Section 7.3 Attorney-in-Fact . If Seminole is unable or unwilling to sign such assignments, financing statements or other documents and to file financing statements or other public notices or recording with the appropriate authorities, as and when reasonably requested by any of the Secured Party or the Collateral Agent, Seminole hereby authorizes the Collateral Agent to sign as Seminole’s true and lawful agent and attorney-in-fact any such assignments, financing statement or other documents and to make any such filings.

In addition, Seminole hereby irrevocably appoints, effective and during the continuance of any Event of Default, the Collateral Agent as Seminole’s attorney-in-fact (such power coupled with an interest), with full authority in the place and stead of Seminole and in the name of Seminole or otherwise, from time to time, to take any action and to execute any instrument that the Secured Party may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral,

(b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Collateral Agent or the Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any of the Collateral.

Section 8

REINVESTMENT; REMITTANCE; DISCHARGE.

Section 8.1 Reinvestment . If any Permitted Securities shall mature, the Collateral Agent shall direct the Securities Intermediary to invest the proceeds of such maturing Permitted Securities in additional Permitted Securities as directed in writing by Seminole, and credit such Permitted Securities to the Permitted Securities Account. Such Permitted Securities and the proceeds thereof shall be Permitted Securities for purposes of this Security Agreement and shall be subject to the security interests created pursuant to Section 5.

Section 8.2 Periodic Remittance of proceeds of Collateral . So long as Seminole shall not at such time have failed to pay any Secured Obligation, the Collateral Agent shall cause the Securities Intermediary to promptly remit all interest earnings from time to time on all Permitted Securities held in the Permitted Securities Account to Seminole. So long as on the date of each remittance described in this sentence Seminole shall not have failed to pay any Secured Obligation on * * * and on each annual anniversary of such date through and including * * *, the Collateral Agent and the Secured Party agree that the Collateral Agent shall cause the Securities Intermediary to liquidate Permitted Securities and remit the proceeds of such liquidation to Seminole in an amount such that the cost of Permitted Securities remaining in the Permitted Securities Account and subject to the security interest of the Collateral Agent in favor of the Secured Party shall be the amounts on the respective dates set forth below:


Date	Amount

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* * *		* * *
* * *		* * *
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* * *		* * *
* * *		* * *
* * *		* * *

The “cost” of Permitted Securities for purposes of this Section 8.2 shall be the original acquisition price of such Permitted Securities when acquired by the Securities Intermediary pursuant to Section 4.1 or Section 8.1 ( e.g. , On * * *, if Seminole has not failed to pay any Secured Obligation, the Collateral Agent will remit to Seminole an amount such that the cost of the remaining securities in the Permitted Securities Account shall equal * * *. In no event shall this Section 8.2 be construed to require Seminole to provide additional amounts to the Collateral Agent or the Securities Intermediary for the purchase of additional Permitted Securities. Subject to the first sentence of this Section 8.2, the Securities Intermediary shall sell such Permitted Securities as it shall be directed in writing by Seminole.

Section 8.3 Remittance of proceeds of Collateral Upon Renewal of Lease of Seminole Unit 2 . So long as on the date of such remittance described in this sentence Seminole shall not have failed to pay any Secured Obligation, if Seminole shall irrevocably renew the term of the Unit 2 Lease pursuant to Section 5.01(a) thereof or otherwise, the Collateral Agent and the Secured Party agree that the Collateral Agent shall cause the Securities Intermediary to liquidate Permitted Securities and remit the proceeds of such liquidation to Seminole in an amount such that the cost of Permitted Securities remaining in the Permitted Securities Account and subject to the security interest of the Collateral Agent in favor of the Secured Party after such liquidation and remittance shall mean the amount get forth in Section 8.2 for the date set forth in such Section 8.2 next occurring following the date of expiration of the Unit 2 Lease as so irrevocably extended (e.g., if the term of the Unit 2 Lease shall be extended through * * * pursuant to Section 5.01(a) of the Unit 2 Lease, the Collateral Agent shall cause the Securities Intermediary to liquidate Permitted Securities such that the cost of Permitted Securities remaining in the Permitted Securities Account and subject to the security interest of the Collateral Agent in favor of the Secured Party shall be * * *. The “cost” of Permitted Securities for purposes of this Section 8.2 shall be the original acquisition price of such Permitted Securities when acquired by the Securities Intermediary pursuant to Section 4.1 or Section 8.1. Subject to the first sentence of this Section 8.3, the Securities Intermediary shall sell such Permitted Securities as it shall be directed in writing by Seminole. The Secured Party agrees to give direction to the Collateral Agent to cause the Securities Intermediary to liquidate Permitted Securities and remit the proceeds to Seminole in accordance with this Section 8.3 if Seminole shall certify to it that the term of the Unit 2 Lease has been irrevocably renewed and certifying the expiration date of such renewal.

Section 8.4 Release and Discharge . The Collateral Agent and the Secured Party agree that (i) upon the expiration of the Initial Term of the Gypsum Contract in circumstances where no amount shall be due by Seminole under Section 4(d)(ii) of the Gypsum Contract or (ii) if Seminole shall provide the Secured Party with security for its obligations under Section 4(d)(ii) of the Gypsum Contract meeting the requirements of Sections 2A(a), 2A(c) or 2A(d) of the Gypsum Contract or (iii) if Seminole shall purchase the assets constituting “ Seminole Unit 2 ” from the Unit 2 Owner Trustee pursuant to any provision of the Unit 2 Lease, the Collateral Agent, at the written request and cost of Seminole, shall immediately confirm the release of the Collateral from any security interest created pursuant to this Security Agreement and the release of all claims that the Collateral Agent and the Secured Party may have hereunder and concurrently therewith, return any and all remaining Collateral held by the Collateral Agent or for its account to Seminole. The Collateral Agent shall not confirm the release of the Collateral from such security interest until it has received written notice from the Secured Party that the conditions in clause (i) or (ii) of the preceding sentence have been satisfied. The Security Party agrees to give the Collateral Agent such notice immediately upon request after such satisfaction.

Section 9

REPRESENTATIONS, WARRANTIES AND COVENANTS.

Section 9.1 Filings . Seminole agrees that it shall, at its own expense, execute and deliver all financing statements necessary to perfect the Collateral Agent’s or any assignee’s interest in the Collateral or any assignment or other document reasonably requested by the Secured Party to perfect, protect, enforce or otherwise give effect to the Collateral Agent’s rights and remedies hereunder.

Section 9.2 [ Reserved ]

Section 9.3 Rights in Collateral. Seminole represents and warrants that assuming that the Collateral Agent maintains control over the Collateral in accordance with the applicable provisions of law, the grant of a security interest therein under this Security Agreement vests in the Collateral Agent a valid and perfected security interest in the Collateral as contemplated by this Security Agreement, subject to the provisions of Section 9-306 of the UCC.

Section 9.4 [ Reserved ]

Section 9.5 [ Reserved ]

Section 9.6 Seminole Covenant Concerning Liens . Seminole shall not, without the prior written consent of the Collateral Agent and the Secured Party (a) sell, assign or otherwise dispose of, or grant any option with respect to, the Collateral or (b) create or permit any Lien upon or with respect to the Collateral, except for the security interests granted hereunder.

Section 10

MISCELLANEOUS.

Section 10.1 Amendments and Waivers . No term, covenant, agreement or condition of this Security Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 10.2 Notices . Unless otherwise expressly specified or permitted by the terms of this Security Agreement, all communications and notices provided for herein to a party hereto shall be in writing or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, without limitation, by overnight mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (c) in the case of notice by such a telecommunications device, upon transmission thereof, provided such transmission is promptly confirmed by either of the methods set forth in clauses (a) or (b) above, in each case addressed to such party at its address set forth below or at such other address as such party may from time to time designate by written notice to the other parties hereto:

If to Seminole:

Seminole Electric Cooperative, Inc.

16313 North Dale Mabry Highway

Tampa, Florida 33688

Facsimile No.: (813) 264-7906

Telephone No.: (813) 963-0994

Attention: Manager of Finance

with a copy to:

Robert A. Mora, Esq.

Allen, Dell, Frank & Trinkle, P.A.

Suite 1240, The Barnett Plaza

101 East Kennedy Boulevard

Post Office Box 2111

Tampa, FL 33601

Telecopier: (813) 229-6682

If to Lafarge:

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 300

Reston, VA 20191

Attention: Manager of Environment, Health and Safety

Telecopier: (703) 264-0200

with a copy to:

Linda B. Matarese

Assistant General Counsel

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 300

Reston, VA 20191

Telecopier: (703) 264-0634

If to Collateral Agent:

If to Securities Intermediary:

Section 10.3 Survival . All warranties, representations, indemnities and covenants made by any party hereto, herein or in any certificate or other instrument delivered by any such party or on the behalf of any such party under this Security Agreement shall be considered to have been relied upon by the other party hereto and shall survive the consummation of the transactions contemplated hereby on the Closing Date regardless of any investigation made by either party or on behalf of either party.

Section 10.4 Successors and Assigns .

(a) This Security Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns as permitted by and in accordance with the terms hereof.

(b) Neither Seminole nor the Secured Party may assign its interests herein without the consent of the other party.

Section 10.5 Business Day . Notwithstanding anything herein to the contrary, if the date on which any payment is to be made pursuant to this Security Agreement is not a Business Day, the payment otherwise payable on such date shall be payable on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such succeeding Business Day) no interest shall accrue on the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day.

Section 10.6 Governing Law . This Security Agreement shall be in all respects governed by and construed in accordance with the laws of the State of Florida without giving effect to the doctrine of conflict of laws.

Section 10.7 Severability . Whenever possible, each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Security Agreement shall be prohibited by or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Security Agreement.

Section 10.8 Counterparts . This Security Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

Section 10.9 Headings . The headings of the sections of this Security Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Section 10.10 Further Assurances . Each party hereto will promptly and duly execute and deliver such further documents to make such further assurances for and take such further action reasonably requested by any other party hereto, all as may be reasonably necessary to carry out more effectively the intent and purpose of this Security Agreement.

Section 10.11 Effectiveness of Agreement . This Security Agreement has been dated as of the date first above written for convenience only. This Security Agreement shall be effective on the date of execution and delivery by the Secured Party, the Collateral Agent and Seminole.

IN WITNESS WHEREOF , Seminole, the Collateral Agent, the Securities Intermediary and the Secured Party have caused this Security Agreement to be duly executed and delivered by their respective officers thereunto duly authorized.


SEMINOLE ELECTRIC COOPERATIVE, INC. , as Pledgor

By:
Name:
Title:
Date:

LAFARGE CORPORATION as Secured Party

By:
Name:
Title:
Date:

[NAME OF COLLATERAL AGENT] as Collateral Agent

By:
Name:
Title:
Date:

[NAME OF SECURITIES INTERMEDIARY] as Securities Intermediary

By:
Name:
Title:
Date:

Exhibit D

If Seminole shall at any time during the Initial Term of this Contract exercise a renewal option under Article V of the Unit 2 Lease for a term less than the end of the Initial Term of this Contract, the amount which would be required would be the amount beginning with the first of the dates identified below occurring following the expiration of the renewal term then in effect.


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Exhibit 10.7

Certain confidential information has been omitted from this Exhibit 10.7 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.7 where the omitted information appeared in the original.

PAPER SUPPLY AGREEMENT

THIS PAPER SUPPLY AGREEMENT (this “Agreement”) is made this 18th day of February, 2000, among SEVEN HILLS PAPERBOARD, LLC, a Delaware limited liability company having its registered office at 1801 Concord Turnpike, Lynchburg, Virginia 24504 (the “Company”) and LAFARGE CORPORATION, a Maryland corporation, having its principal place of business at 11130 Sunrise Valley Drive, Reston, Virginia 20191 (“Lafarge”).

W I T N E S S E T H

WHEREAS, Lafarge and Rock-Tenn Company (“Rock-Tenn”) have entered into that certain Joint Venture Agreement dated as of the date hereof;

WHEREAS, under the terms of the Joint Venture Agreement, Rock-Tenn and Lafarge have agreed to form the Company for the purpose of manufacturing, selling, and distributing gypsum paperboard liner for Lafarge’s use in the manufacturing of gypsum wallboard;

WHEREAS Lafarge desires to purchase Qualified PBL produced by the Company and the Company, as a condition to the rebuilding of Mill #2, desires to have a customer committed to purchasing all of the Qualified PBL produced by the Company;

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein and in the other Operative Agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lafarge and the Company, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. Certain Definitions. As used in this Agreement, the following terms shall have the meaning specified below:

“Agreement” shall mean this Paper Supply Agreement, with all schedules referenced herein and attached hereto as amended from time to time.

“Party” shall mean Lafarge and/or the Company, as required by the context.

Section 1.2. Other Definitions. Capitalized words not otherwise defined herein shall have the meaning set forth in Schedule 1.2 to the Joint Venture Agreement.

Section 1.3. Interpretation and Construction of this Agreement. The definitions in Section 1.1 and Schedule 1.2 to the Joint Venture Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. The table of contents and the headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “Business”) shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on the next Business Day.

ARTICLE 2

SALE AND PURCHASE OF PBL

Section 2.1. Sale and Purchase. The Company shall sell and deliver to Lafarge and Lafarge shall purchase and accept from the Company various quantities and grades of PBL as hereinafter specified upon the terms and conditions as hereinafter specified.

Section 2.2. Quantity the Company Shall Sell and Lafarge Shall Purchase.

(a) Prior to the commencement of the Ramp-Up Period, Lafarge shall not be required or obligated to purchase PBL from the Company and the Company shall not be required or obligated to sell and deliver PBL to Lafarge; provided, however, that during the Start-Up Period, Lafarge and the Company shall use Commercially Reasonable Efforts to purchase and sell all of the Standard Grades of Qualified PBL that have been qualified for use in any particular Lafarge wallboard plant.

(b) During the Ramp-Up Period, subject to Lafarge’s gypsum wallboard manufacturing needs and Lafarge’s other PBL purchase commitments or contracts, Lafarge shall use Commercially Reasonable Efforts to purchase and accept from the Company one hundred percent (100%) of the Qualified PBL that the Company is able to produce and the Company shall use Commercially Reasonable Efforts to produce, sell and deliver to Lafarge one hundred percent (100%) of the Qualified PBL that Lafarge desires to purchase and orders pursuant to this Section 2.2. The foregoing and Section 2.2(c) notwithstanding, during each calendar month of the Ramp-Up Period, the Company shall sell and deliver to Lafarge and Lafarge shall purchase and accept from the Company not less than the Ramp-Up Minimum.

(c) On or before the fifth (5 ^th ) day of each calendar month during the Ramp-Up Period, Lafarge shall deliver to the Company its purchase order or orders specifying the grade, quantity, shipment date or dates, and destination of the Qualified PBL to be purchased by Lafarge and sold by the Company during the next succeeding calendar month. Lafarge shall use Commercially Reasonable Efforts to arrange its purchase orders to allow the Company to have production runs for each different grade of PBL for a minimum of five (5) consecutive days. On or before the fifteenth (15 ^th ) day of each calendar month, the Company shall provide to Lafarge a confirmation of Lafarge’s order or orders. The Company’s confirmation shall state whether the Company anticipates that it will be able to fulfill Lafarge’s order or orders for the next succeeding calendar month. The procedures for forecasting the amount of Lafarge’s purchases and the Company’s production set forth in Section 5.2 of this Agreement shall apply during the Ramp-Up Period.

(d) Beginning on the first day after the Ramp-Up Period ends and continuing to the Termination Date, Lafarge shall purchase and accept from the Company and the Company shall sell and deliver to Lafarge one hundred percent (100%) of the Qualified PBL produced by the Company.

(e) Beginning on the first day after the Ramp-Up Period and continuing to the Termination Date, the Company shall use Commercially Reasonable Efforts to produce Qualified PBL at or near the rated capacity of Mill #2.

(f) In the event that the Ramp-Up Period does not commence on or before the first (1st) anniversary of the Commencement Date, the Company shall be deemed to be in Material Default of this Agreement.

ARTICLE 3

QUALITY

Section 3.1. Title. The Company warrants to Lafarge that (i) it has, and will continue to have, good title to the PBL that the Company sells and delivers to Lafarge pursuant to this Agreement; (ii) transfer of title to such PBL is and will be rightful; (iii) title conveyed to Lafarge is good title, free and clear of any security interest or other lien or encumbrance upon title; and (iv) to the Company’s knowledge, the use of the PBL the Company sells and delivers to Lafarge pursuant to this Agreement does not and will not infringe any patents or other rights of third parties.

Section 3.2. Qualified PBL. The PBL that the Company will sell and deliver to Lafarge pursuant to this Agreement shall be Qualified PBL. “Qualified PBL” shall mean PBL that:

(a) Is produced by the Company;

(b) Is Spec PBL;

(c) Is free from material defects and contains only harmless and incidental amounts of noxious materials or Hazardous Materials, if any; provided, however, that no such materials shall interfere with the use and application of PBL and wallboard manufactured with such PBL for their intended purposes.

(d) Meets relevant industry standards and market requirements, including standards and requirements for:

(i)

Machine direction and cross direction tensile strength;

(ii)

Surface appearance (color brightness, color fading and enclosures); and

(iii)

Water and paint absorption; and

(e) Is capable of being converted into gypsum wallboard at the Lafarge wallboard plant for which the Company produced the PBL, at the standard plant performances for that Lafarge wallboard plant, with such wallboard produced by Lafarge meeting relevant industry standards and market requirements, including standards and requirements for:

(i)

Dry and humid bond after two (2) and twenty-four (24) hours;

(ii)

Nail pull test;

(iii)

Relevant ASTM standards; and

(iv)

Surface smoothness and the absence of cockles and depressions.

(f) In the event that the PBL does not meet the requirements set forth in Section 3.2(e), the Parties shall use Commercially Reasonable Efforts to determine whether such failure is the result of the PBL or of the wallboard manufacturing process. If such failure is due to the wallboard manufacturing process, then such PBL shall, nonetheless, be deemed to have satisfied the requirements set forth in Section 3.2(e). In the event that the Parties are unable to agree whether such a failure is due to the PBL or the wallboard manufacturing process, the dispute shall be resolved in accordance with the procedures set forth in Section 3.6.

Section 3.3. Specifications.

(a) The initial Specifications for each grade of PBL to be produced by the Company are set forth in the Schedules attached hereto as Schedules 3.3A through 3.3F; provided however, that, subject to the provisions of Section 8.1(a) regarding temporary changes, orders from Lafarge for PBL having a basis weight in excess of * * * shall be treated as a modification to Specifications.

(b) Lafarge, in consultation with the Company, may modify the Specifications from time to time to:

(i)

provide new Specifications applicable to new or different wallboard plants owned or operated by Lafarge;

(ii)

provide new Specifications applicable to new or different grades of PBL; or

(iii)

add new Specifications, delete Specifications or otherwise change or modify Specifications.

(c) Any such modifications to the Specifications shall be made at Lafarge’s sole discretion; provided, however, that production of PBL meeting such Specifications shall be within the physical capability of Mill #2; and provided further that, subject to the provisions of Section 8.1(a) regarding temporary changes, any costs or savings attributable solely to such changes in Specifications, as measured from the economics being achieved by the Company immediately prior to such changes in Specifications, shall be reasonably reflected in the price of Qualified PBL to be paid by Lafarge under this Agreement.

(d) In the event that in the exercise of its commercially reasonable judgment the Company determines that production of PBL with the Specifications set by Lafarge is not within the physical capability of Mill #2, the Company shall so notify Lafarge in writing. Not more than three (3) days after the date of such written notice, the Company and Lafarge shall confer and attempt to agree upon the Specifications that were the subject of the Company’s notice. In the event that the Parties cannot agree upon Specifications or any change in the price of Qualified PBL incident to a change in Specifications through their good faith efforts, the dispute shall be resolved in accordance with the procedures set forth in Section 3.6.

(e) One or more representatives from each of the Company and Lafarge shall meet and confer not less frequently than once every six (6) months to review the Specifications of each grade of PBL being produced or to be produced by the Company under this Agreement, and the Company’s performance in meeting such Specifications and the Company’s production of PBL.

Section 3.4. Testing and Measurements. The Company shall test and measure each Jumbo Roll of PBL from which the rolls of PBL the Company sells and delivers to Lafarge pursuant to this Agreement are cut, and the Company shall certify that each such Jumbo Roll of PBL meets or exceeds all applicable Specifications. Each roll of PBL provided to Lafarge under this Agreement shall be accompanied by a written confirmation of the test results obtained and measurements that were taken by the Company to determine whether the PBL is Spec PBL.

Section 3.5. Reliance. Lafarge shall be permitted to rely upon the written confirmation provided by the Company to Lafarge under Section 3.4. Upon receipt of PBL from the Company, Lafarge may perform any test on such PBL or take any measurement with respect to such PBL, but Lafarge shall not be required to do so and shall be entitled to rely upon the written confirmation of test results provided by the Company.

Section 3.6. Dispute Resolution.

(a) In the event that the Parties cannot resolve a dispute arising under Section 3.3, Section 4.1, Section 7.1(b), Section 8.1(b) or Section 8.2(c) through good faith negotiations, at the written request of either Party, the matter shall be submitted to mediation which shall be conducted in accordance with the provisions of Section 14.2(a) (i) through 14(a)(iii) of the Joint Venture Agreement.

(b) Failure of Mediation.

(i)

In the event that the Parties are unable to resolve their dispute through mediation, the matter shall be arbitrated at the request of either Party. The arbitration shall proceed under the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association.

(ii)

The same person that served as mediator shall also serve as arbitrator and such person shall, when rendering a decision, consider all relevant information provided by the Parties to such person during the mediation process, whether or not such information is or was deemed confidential. The arbitrator shall conduct no hearings and shall render a decision based upon only the information provided during the mediation process and any further documents submitted by the Parties.

(iii)

There shall be no production of documents or other information, or other discovery incident to any arbitration proceeding under this Section 3.6(b).

ARTICLE 4

GRADES

Section 4.1. Grades.

(a) The Company shall produce Qualified PBL in any of the grades specified in Schedules 3.3A through 3.3F as Lafarge may from time to time direct in writing. In the absence of directions from Lafarge to the contrary, the Company shall produce Creamface and Grayback in equal quantities during any month.

(b) Lafarge, in its sole discretion, may from time to time, in consultation with the Company, direct the Company to produce grades of PBL that are different from the grades set forth in Schedules 3.3A through 3.3F; provided, however, that production of such grades of PBL shall be within the physical capability of Mill #2; and provided further that, subject to the provisions of Section 8.1(a) regarding temporary changes, any costs or savings attributable solely to such changes in grades, as measured from the economics being achieved by the Company immediately prior to such changes in Specifications, shall be reasonably reflected in the price of Qualified PBL to be paid by Lafarge under this Agreement.

(c) In the event that in the exercise of its commercially reasonable judgment the Company determines that production of one or more of the grades of PBL directed by Lafarge to be produced is not within the physical capability of Mill #2, the Company shall so notify Lafarge in writing. Not more than three (3) days after the date of such written notice, representatives of the Company and Lafarge shall confer and attempt to agree upon the grade or grades of PBL to be produced by the Company. In the event that the Parties cannot agree upon the grade or grades of PBL to be produced by the Company or cannot agree on any change in the price of Qualified PBL incident to such change in grade, the dispute shall be resolved in accordance with the procedures set forth in Section 3.6.

(d) Specialty Grades.

(i)

In the event that (y) any estimate or forecast supplied by Lafarge to the Company pursuant to Section 5.1 or Section 5.2 of this Agreement indicates that Lafarge’s purchases of any single Specialty Grade for any future twelve (12) month period will in the aggregate equal or exceed ten percent (10%) of the total amount of Qualified PBL (measured in msf) that Lafarge will purchase from the Company during such twelve (12) month period, or (z) Lafarge’s actual purchases of any single Specialty Grade in any prior twelve (12) month period in the aggregate equal or exceed ten percent (10%) of the total amount of Qualified PBL (measured in msf) purchased by Lafarge during such prior twelve (12) month period, a new Benchmark Price reasonably reflecting the cost and economics, as measured from the economics being achieved by the Company immediately prior to production of such Specialty Grade, of producing such Specialty Grade shall be calculated and set for such Specialty Grade and shall be reflected in Schedule 8.1(a). The foregoing notwithstanding, a Benchmark Price for a Specialty Grade shall be set only once pursuant to this Section 4.1(d) and shall not be subject to subsequent change or recalculation pursuant to this Section 4.1(d).

(ii)

The Parties shall attempt to agree upon new Benchmark Prices to be determined pursuant to this Section 4.1(d). In the event that the Parties cannot so agree, any such dispute shall be resolved in accordance with the procedures set forth in Section 3.6.

(iii)

Until such time as a Benchmark Price for a Specialty Grade is set pursuant to this Section 4.1(d), there shall be no Benchmark Price for such Specialty Grade.

ARTICLE 5

FORCASTING AND ORDERS

Section 5.1. Yearly Forecasts.

(a) On or before October 15th of each such Fiscal Year while this Agreement shall be in effect, Lafarge shall provide a written statement to the Company of Lafarge’s estimate of its anticipated Qualified PBL purchases (in mmsf) for the following Fiscal Year detailed by grade, plant, width and month. On or before October 30th in each such Fiscal Year, the Company shall provide to Lafarge a written statement of the Company’s estimate of its anticipated production of Qualified PBL (in rnmsf) for the following Fiscal Year detailed by grade, width and month.

(b) If, in the opinion of either Lafarge or the Company, the estimates by the Company and Lafarge provided pursuant to this Article differ in significant amounts, at the request of either Party the Parties shall promptly meet and attempt to reconcile their differences so that their estimates agree as closely as is practicable.

Section 5.2. Quarterly Updates. Not later than five (5) days prior to the first day of January, April and July in each Fiscal Year during the term of this Agreement, Lafarge shall update its yearly forecasts supplied pursuant to Section 5.1(a) by providing to the Company a written forecast in the same format for the next succeeding twelve (12) months. Not later than five (5) days after receipt of each of Lafarge’s quarterly forecasts, the Company shall update its yearly forecast supplied pursuant to Section 5.1(a) by providing to Lafarge a written forecast in the same format for the next succeeding twelve (12) months.

Section 5.3. Orders.

(a) Not later than the fifth (5 ^th ) day of each calendar month during the term of this Agreement following the Ramp-Up Period, Lafarge shall deliver to the Company its purchase order or orders specifying the grade, quantity, shipment date or dates, and destination of the Qualified PBL to be purchased by Lafarge and sold by the Company during the next succeeding calendar month. Lafarge shall use Commercially Reasonable Efforts to arrange its purchase orders to allow the Company to have production runs for each different grade of PBL for a minimum of five (5) consecutive days. On or before the fifteenth (15 ^th ) day of each calendar month, the Company shall provide to Lafarge a confirmation of Lafarge’s order or orders. The Company’s confirmation shall state whether the Company anticipates it will be able to fulfill Lafarge’s order or orders for the next succeeding calendar month and shall also state whether the Company expects to produce Qualified PBL in excess of Lafarge’s order or orders for the next succeeding calendar month. In the event that the Company’s confirmation states that the Company will not be able to fulfill Lafarge’s order or orders for the next succeeding calendar month or states that it will produce Qualified PBL in excess of Lafarge’s order or orders and the Company’s confirmation does not indicate that such excess has been designated as inventory production, then, on or before the twentieth (20 ^th ) day of each calendar month, Lafarge shall provide to the Company one or more revised or additional purchase orders as necessary to conform Lafarge’s order or orders to the Company’s expected production and, at the Company’s discretion, any inventory as of the end of the preceding month; provided, however, that Lafarge shall not be required to purchase more than a commercially reasonable amount of Qualified PBL from such inventory in any single calendar month.

(b) Notwithstanding the foregoing, nothing in this Article 5 shall reduce or otherwise limit the Company’s obligation to sell and deliver to Lafarge that amount of Qualified PBL set forth in Section 2.2 or shall reduce or otherwise limit Lafarge’s obligation to purchase and accept from the Company that amount of Qualified PBL set forth in Section 2.2.

(c) Any provision of either Party’s invoices, statements, confirmations, purchase orders, acknowledgements or other forms of communication which are inconsistent with or in addition to the provisions of this Agreement shall be of no force and effect unless specifically agreed to in writing by the Party to be charged.

(d) All purchase orders and confirmations pursuant to this Article shall be in writing and shall be communicated to the other Party (i) by facsimile; (ii) by an electronic means such as e-mail agreed upon by the Parties; or (iii) by any of the means specified in Section 14.1.

(e) The Company may produce and maintain reasonable amounts of PBL for inventory purposes and the Company shall be responsible for storing and maintaining any such inventory at the Lynchberg Facility.

ARTICLE 6

CLAIMS REGARDING QUALITY

Section 6.1. Non-Conforming PBL.

(a) In the event that any PBL sold and delivered by the Company to Lafarge pursuant to this Agreement is Non-Conforming PBL, Lafarge shall use Commercially Reasonable Efforts to determine if such PBL can be utilized in the manufacturing of gypsum wallboard at another Lafarge plant. If such Non-Conforming PBL cannot be so used at another Lafarge plant, Lafarge shall promptly notify the Company. After such notification, the Company shall direct Lafarge to return such Non-Conforming PBL to the Company or make other disposition thereof. In either event, Lafarge shall receive full credit for the purchase price of such Non-Conforming PBL and reimbursement or credit for all transportation or shipping charges incurred by Lafarge incident to the delivery and return or other disposition of such Non-Conforming PBL, together with reimbursement or credit for all transportation or shipping charges, if any, incurred by Lafarge in shipping such Non-Conforming PBL to one or more other Lafarge wallboard plants as part of Lafarge’s efforts to determine if the PBL is Non-Conforming PBL.

(b) Upon prior notice to Lafarge of a proposed third party buyer, the Company may sell Non-Conforming PBL to such third party; provided that (i) such Non-Conforming PBL will not be used by or in a Similar Business and provided further that (ii) the Company shall not make any such sale to a Person which Controls a Similar Business unless Lafarge consents to such sale.

(c) In consultation with the Company, Lafarge shall use Commercially Reasonable Efforts to minimize transportation and shipping charges that the Company may incur under this Section 6.1, including charges for shipping Non-Conforming PBL to third parties.

Section 6.2. Liability Limited. The Company’s liability for Non-Conforming PBL shall be limited to the purchase price of any Non-Conforming PBL sold and delivered by the Company under the terms of this Agreement and associated transportation or shipping charges as set forth in Section 6.1; the Company shall not be liable for any indirect, consequential, incidental or punitive damages or expenses (including lost profits or opportunity costs) related to such Non-Conforming PBL.

ARTICLE 7

COST OF COVER

Section 7.1. Cost of Cover.

(a) In the event that the Company fails to sell and deliver Qualified PBL in accordance with any order for Qualified PBL made by Lafarge in accordance with Article 5, as any such order may have been modified in accordance with the last sentence of Section 5.3(a), and Lafarge, in the exercise of its commercially reasonable judgement, determines that its wallboard manufacturing needs require it to obtain an amount of PBL sufficient to replace some or all of the Qualified PBL that the Company so failed to sell and deliver to Lafarge (“Replacement PBL”), Lafarge shall be entitled to purchase Replacement PBL from third parties and to recover from the Company its Cost of Cover as defined below.

(b) After purchasing Replacement PBL, Lafarge shall provide written notice to the Company (“Notice of Cover”) indicating the grade, quantity, and price of any Replacement PBL purchased and the Cost of Cover. At the request of the Company, Lafarge shall provide to the Company copies of any purchase orders, invoices or similar documents generated or received by Lafarge incident to Lafarge’s purchase of Replacement PBL. The Company shall pay to Lafarge its Costs of Cover promptly after receiving a Notice of Cover. In the event that the Company disputes in good faith whether payment is due under any such Notice of Cover, the Company shall so notify Lafarge in writing and the Company may suspend payment of such Cost of Cover during the pendancy of such good faith dispute. If the parties are unable to resolve a dispute regarding payment of Cost of Cover, at the written request of either party, the matter shall be resolved in accordance with the procedures set forth in Section 3.6.

(i)

the difference, positive or negative, if any, between (y) the actual cost per msf (including all applicable broker and other fees, but not including shipping) paid by Lafarge for the Replacement PBL and (z) the applicable price per msf as set forth in Schedule 8.1(a) for each particular grade of Replacement PBL purchased multiplied by the number of msf of that grade of Replacement PBL purchased by Lafarge; and

(ii)

the difference, positive or negative, if any, between (y) the actual shipping or transportation charges Lafarge incurred in shipping the Replacement PBL to its plant or plants and (z) the shipping or transportation charges Lafarge would have incurred if an amount of PBL equal to the amount of Replacement PBL had been shipped to such Lafarge plant or plants from the Company.

(d) The Cost of Cover shall be determined individually for each grade of PBL purchased by Lafarge.

(e) Lafarge shall use Commercially Reasonable Efforts to mitigate or otherwise reduce the Cost of Cover, including providing to the Company the benefit of any rebates or other benefits accruing to Lafarge as a result of purchases effected under this Article 7.

ARTICLE 8

PRICE AND PAYMENT

Section 8.1. Determination of Price.

(a) The price for the Qualified PBL sold and delivered by the Company to Lafarge pursuant to this Agreement shall be determined in accordance with Schedule 8.1(a) as adjusted from time to time as contemplated therein and by Sections 3.3 and 4.1 of this Agreement; provided, however, that such adjustments shall not be made as a result of any temporary change in the Specifications, including adjustments to basis weight, that may be made in response to temporary difficulties Lafarge may experience in converting PBL into wallboard or temporary difficulties the Company may experience in producing PBL; and provided further that the price of PBL for any period other than Phase 1 shall not be applicable until the conditions set forth in Section 5.2(a) of the Joint Venture Agreement shall have been fully satisfied and the Phase 2 Conversion has been completed. As used in this Section 8.1(a), a “temporary change” refers to a change in production not exceeding seven (7) consecutive days.

(b) Promptly after the date of execution of this Agreement, Lafarge shall provide the Company and Rock-Tenn with any proprietary and confidential information that was not previously disclosed to Rock-Tenn and that is necessary for the Company and Rock-Term to verify the costs reflected in the pricing formulae set forth in Schedule 8.1(a). The Company and Rock-Tenn shall have thirty (30) days from the receipt from Lafarge of such information to review and verify such information, and, if necessary, to propose adjustments to the Benchmark Prices. In the event that the Lafarge, Rock-Tenn and the Company cannot agree to any adjustment to be made to the Benchmark Prices pursuant to this Section 8.1(b), the dispute shall be resolved in accordance with the procedures set forth in Section 3.6.

(d) The Company shall invoice Lafarge for the PBL sold and delivered to Lafarge upon shipment of the PBL. Such invoices shall be prepared in accordance with Schedule 8.1(a) and shall be based upon volumes of PBL production targeted in accordance with Sections 5.1 and 5.2.

(e) Within fifteen (15) days of the end of each month, the Company shall provide an invoice calculated in accordance with the Benchmark Monthly Adjustment Schedule set forth in Schedule 8.1(a) accounting for any overpayment or underpayment by Lafarge resulting from the invoices generated pursuant to Section 8.2(a). If such invoice indicates an underpayment by Lafarge, Lafarge shall pay such invoice in accordance with Section 8.2(c). If such invoice indicates an overpayment by Lafarge, the Company shall reflect such overpayment as a credit on the next monthly invoices until the amount of such credit has been fully utilized by Lafarge.

(f) Lafarge shall pay each invoice rendered pursuant to Section 8.2(a) and 8.2(b) within thirty (30) days and fifteen (15) days, respectively, of receipt of such invoice. An invoice shall be considered paid at the time payment is actually received by the Company. In the event of a dispute with regard to any portion of a payment otherwise due, Lafarge shall notify the Company in writing, the undisputed portion of such payment shall be paid as provided herein and the disputed portion of such payment shall be paid when such dispute is resolved. If the Parties are unable to resolve a dispute regarding payment by Lafarge of an invoice for PBL, the matter shall be resolved in accordance with the procedures set forth in Section 3.6.

ARTICLE 9

SHIPPING

Section 9.1. Shipping Arrangements.

(a) The Company and Lafarge shall cooperate in making arrangements for shipping the PBL sold and delivered to Lafarge pursuant to this Agreement to ensure prompt, safe and reliable shipping and delivery of PBL and to minimize shipping or transportation charges paid by Lafarge. Lafarge and the Company shall also cooperate in an effort to maximize shipping efficiencies that may be available to the Company in conjunction with shipping PBL to Lafarge.

(b) Notwithstanding the foregoing, Lafarge in its sole discretion shall set the qualifications and standards for carriers, shall determine the carriers that will transport PBL from the Company to Lafarge, and shall determine the mode of transportation (rail or truck) and negotiate the rates charged by those carriers. The Company shall be responsible for scheduling carriers, scheduling loading, setting loading dock hours, and, in conformity with the usual procedures at the Lynchburg Facility, determining whether any particular truck or rail car should be loaded with PBL, all in conformity with the qualifications and standards established by Lafarge.

Section 9.2. Labeling Requirements. Each roll of PBL shipped to Lafarge shall have attached to it a label containing the following information:

(a)

Jumbo Roll Number;

(b)

Slit Position;

(c)

Grade;

(d)

Date and Shift of Manufacture;

(e)

Roll Weight;

(f)

Width;

(g)

Basis Weight;

(h)

Square Feet; and

(i)

Customer Destination.

ARTICLE 10

FORCE MAJEURE

Section 10.1. Suspension of Obligations. If as a result of an occurrence which arises from events wholly or in substantial part beyond the control of either Party, such as fire, explosion, earthquake, storm, flood, drought, unavoidable accident, embargo, war or other hostilities, riot, insurrection, revolution, civil commotion, sabotage, acts of God or the enemies of the United States of America or of Canada, strike, lockout or other labor disturbance, governmental demand, action, regulation, requirement, interference, prohibition, or restriction, restraint by injunction or other legal process from which the Party restrained cannot reasonably relieve itself by giving security or other procedure, or any other cause or event beyond the reasonable control of the Party affected (each a “Force Majeure Event”), whether or not of a character hereinabove specifically set forth, either Party hereto fails in whole or in substantial part to sell and deliver or purchase and accept Qualified PBL when and as provided under this Agreement, then all obligations of both Parties hereto to sell and deliver or purchase and accept Qualified PBL shall be temporarily suspended; provided, however that such suspension shall be in effect only for the period during which such Force Majeure Event shall be continuing. The Party whose performance is affected by such Force Majeure Event shall give written notice to the other Party, as promptly as practicable, of the nature, probable duration, and the express cause of such suspension of its performance and shall use due diligence to resume full performance of its obligations hereunder at the earliest practicable date. If a Force Majeure Event prevents a Party from performing some, but not all of its obligations, such Party shall use Commercially Reasonable Efforts to give priority to its obligations under this Agreement over those that may be owed to third parties. If a Force Majeure Event prevents either Party from performing any or all of its obligations under this Agreement, then that Party shall advise the other on a regular basis of the Party’s progress in removing the cause of its inability to perform fully its obligations hereunder.

Section 10.2. No Liability for Damages. Neither Party shall be liable for any damages, direct, indirect or consequential, arising out of any delay in sale and delivery, or failure to sell and deliver or delay in purchase and acceptance or failure to purchase and accept Qualified PBL if such delay or failure is due to a Force Majeure Event.

Section 10.3. Substitute PBL. Upon the occurrence and during the continuance of a Force Majeure Event that prevents the Company from selling and delivering Qualified PBL to Lafarge, in addition to quantities of PBL Lafarge is otherwise entitled to purchase from third parties, Lafarge shall be entitled to purchase PBL from one or more third party suppliers in an amount not to exceed that amount of Qualified PBL that the Company fails to sell and deliver as a result of such Force Majeure Event. If the Company’s sale and delivery of Qualified PBL is prevented by a Force Majeure Event for a period exceeding thirty days after sale and delivery are due, in addition to any other actions set forth herein, Lafarge (a) may cancel any outstanding orders relating to such Qualified PBL by giving notice to the Company in writing of such

cancellation; and (b) may elect not to purchase and accept the resulting quantities which were not sold and delivered by the Company during the interruption or delay caused by the Force Majeure Event.

ARTICLE 11

AUDITING PROVISIONS

Section 11.1. The Company shall keep and maintain adequate books and records of account in accordance with GAAP, consistently applied, except as otherwise provided in the Operating Agreement, for five (5) years after the close of each fiscal year during the term of this Agreement showing the cost as determined in accordance with this Agreement of production of all PBL sold and delivered to Lafarge pursuant to this Agreement. Lafarge shall have the right from time to time, during regular business hours, at its own expense, and upon reasonable notice, to inspect the books and records of the Company maintained pursuant to this Article 11; provided, however, that such right of inspection shall not be exercised more often than once in any six-month period. Such inspections shall be conducted during normal business hours and may be performed by either Lafarge or its independent representative.

ARTICLE 12

DISPUTE RESOLUTION

Section 12.1. Except as expressly otherwise provided herein, any dispute arising out of or related to this Agreement shall be resolved in accordance with the Dispute Resolution Procedures.

ARTICLE 13

TERM AND TERMINATION

Section 13.1. Term and Option. The term of this Agreement shall commence on the date upon which it is executed by all the parties hereto and shall terminate at the same time as the Joint Venture; provided, however, that Lafarge or the Company, as the case may be, shall have the right to require the Company to sell, and Lafarge to buy, PBL under the terms and conditions, and to the extent set forth in Section 13.5 of the Joint Venture Agreement.

Section 13.2. Non-Competition and Confidentiality. The Company agrees to and shall be bound by Section 4.2 of the Joint Venture Agreement on the terms and subject to the conditions set forth in the Joint Venture Agreement. The Company also agrees to and shall be bound by Section 11.5 of the Joint Venture Agreement as if were a Party as that term is defined therein.

ARTICLE 14

MISCELLANEOUS

Section 14.1. Notices. Except as expressly otherwise provided herein, notices and other communications provided for herein shall be in writing and shall be delivered by hand, courier service, or by overnight mail delivery service as follows:

To the Company:

c/o Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attn: Chief Financial Officer

Fax: 770-263-3582

With a copy sent to:

Rock-Tenn Company

504 Thrasher Street

Norcross, Georgia 30071

Attn: General Counsel

Fax: 770-248-4402

To Lafarge:

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 100

Reston, Virginia 20191

Attn: President, Gypsum Division

Fax: 703-264-0200

with a copy sent to:

Lafarge Corporation

11130 Sunrise Valley Drive, Suite 100

Reston, Virginia 20191

Attn: Timothy A. Power, Esquire

Fax: 703-264-0632

or to such other address or attention of such other person as such Party shall advise the other Parties in writing. All notices and other communications given to the Parties hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 14.2. Applicable Law. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

Section 14.3. No Assignment.

(a) Except as may otherwise permitted under the Joint Venture Agreement, no Party shall, directly or indirectly, assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that any Party may assign its rights and obligations under this Agreement to another Person that (i) is Entirely-Controlled by the transferring Party or (ii) Entirely-Controls the transferring Party or (iii) is under common Entire-Control with the transferring Party. A Party may assign its interests in this Agreement pursuant to this Section 14.3(a) of this Agreement only if such Party shall have executed and delivered to the other Party a Guarantee, in which such Party shall unconditionally guarantee the performance of its obligations under this Agreement by the Person to whom its interest in this Agreement is being assigned.

(b) Any attempted assignment of this Agreement in violation of this Section shall be void and of no effect.

(c) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and permitted assigns.

Section 14.4. Severability. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties will negotiate in good faith to amend this Agreement to replace unenforceable language with enforceable language which as closely as possible reflects such intent.

Section 14.5. Amendments. This Agreement may be modified only by a written amendment signed by all of the Parties.

Section 14.6. No Waiver. The waiver by a Party of any instance of another Party’s noncompliance with any obligation or responsibility herein must be in writing and signed by the waiving Party to be effective as a waiver, and shall not be deemed a waiver of any other instances of such other Party’s noncompliance.

Section 14.7. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts shall have been signed by each Party and delivered to the other Parties.

Section 14.8. Entire Agreement. The provisions of this Agreement, together with the other Operative Agreements, set forth the entire agreement and understanding among the Parties as to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications between the Parties relating to the subject matter hereof.

Section 14.9. Expenses. Except as otherwise provided in this Agreement or any other Operative Agreement, all costs and expenses (including the fees and expenses of any attorneys, accountants, investment bankers, brokers, finders or other intermediaries) incurred in connection

with this Agreement and the other Operative Agreements and the consummation of the transactions to be consummated on the date hereof shall be paid by the Party incurring such cost or expense.

Section 14.10. Construction. This Agreement has been negotiated by the Parties and their respective counsel and shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any of the Parties.

Section 14.11. Publicity. No Party will issue any press release or make any other public announcement relating to the existence of this Agreement or the transactions contemplated hereby, except that a Party may make any disclosure required to be made under Applicable Law or the rules of the New York Stock Exchange or any other applicable stock exchange if such Party determines in good faith and on the advice of legal counsel that it is legally required to do so and gives prior written notice to the other Parties.

Section 14.12. Disclaimer of Agency. Except for provisions herein or in any Operative Agreement expressly authorizing one Party to act for another, this Agreement shall not constitute any Party as a legal representative or agent of any other Party, nor shall a Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, expressed or implied, against or in the name of or on behalf of any other Party or the Joint Venture unless otherwise expressly permitted by such Party.

Section 14.13. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and Rock-Tenn and their permitted assigns, and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such assigns, any legal or equitable rights hereunder.

Section 14.14. Liability Limited. In the event that either Party breaches or otherwise violates this agreement, except as specifically provided in this Agreement to the contrary, the damages recoverable by the non-breaching Party shall be limited to direct damages; indirect, consequential, incidental or punitive damages or expenses (including lost profits or opportunity costs) shall not be recoverable.

Section 14.15. Georgia Pacific Contract. Lafarge’s obligations under this Agreement shall not be reduced by any obligations Lafarge may have under that certain Paperboard Supply Agreement dated September 16, 1996, between Lafarge and G-P Gypsum Corporation (the “G-P Contract”), and neither the G-P Contract, nor any action, requirement, prohibition or other restriction arising therefrom, shall constitute a Force Majeure Event.

IN WITNESS WHEREOF, SEVEN HILLS PAPERBOARD, LLC and LAFARGE CORPORATION have caused their respective duly authorized member and officer to execute this Paper Supply Agreement as of the day and year first above written.


SEVEN HILLS PAPERBOARD, LLC
By:		Rock-Tenn Company, Mill Division, Inc.,
		a member



By:		/s/ David C. Nicholson

Name:		David C. Nicholson

Title:		Chief Financial Officer

LAFARGE CORPORATION

By:		/s/ Alain E. Bouruet-Aubertot

Name:		Alain E. Bouruet-Aubertot

Title:		Senior Vice-President

Exhibit 10.8

CONTINENTAL BUILDING PRODUCTS, INC.

2014 STOCK INCENTIVE PLAN

Effective as of [ ], 2014

CONTINENTAL BUILDING PRODUCTS, INC.

2014 STOCK INCENTIVE PLAN

1.	Purpose

The purpose of the Continental Building Products, Inc. 2014 Stock Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, non-employee directors, consultants and advisors of Continental Building Products, Inc. (the “Company”) and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Participants and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders.

The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock Units and Restricted Stock, any of which may be performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as determined by the Committee.

2.	Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” means any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time to time.

(b) “Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

(c) “Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.

(d) “Award Agreement” means a written or electronic agreement or other instrument as may be approved from time to time by the Committee and designated as such implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee and designated as such.

(e) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.

(f) “Board” means the board of directors of the Company.

(g) “Cause” means a Participant’s Termination of Employment by the Company or an Affiliate by reason of the Participant’s (i) material breach of his obligations under any agreement, including any employment agreement, that he has entered into with the Company or an Affiliate; (ii) intentional misconduct as an officer, employee, director, consultant or advisor of the Company or a material violation by the Participant of written

policies of the Company; (iii) material breach of any fiduciary duty which the Participant owes to the Company; (iv) commission by the Participant of (A) a felony or (B) fraud, embezzlement, dishonesty, or a crime involving moral turpitude; (v) the habitual use of illicit drugs or other illicit substances or the addiction to licit drugs or other substances; or (vi) unexplained absence from work or service for more than ten (10) days in any twelve (12) month period (vacation, reasonable personal leave, reasonable sick leave and disability excepted). A Participant’s employment or service will be deemed to have been terminated for Cause if it is determined subsequent to his or her termination of employment or service that grounds for termination of his or her employment or service for Cause existed at the time of his or her termination of employment or service.

(h) “Change in Control” means the occurrence of any one of the following:

(1) any Person, other than LSF8 Gypsum Holdings, L.P. or its Affiliates, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph 3 below; or

(2) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date (as defined below), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(3) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

(4) the implementation of a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to (A) an entity, at least 50% of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, or (B) LSF8 Gypsum Holdings, L.P. or its Affiliates.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issues thereunder.

(j) “Committee” means the Compensation Committee of the Board (or any successor committee), or such other committee as designated by the Board to administer the Plan under Section 6.

(k) “Common Stock” means the common stock of the Company, par value $0.001 a share, or such other class or kind of shares or other securities as may be applicable under Section 15.

(l) “Company” means Continental Building Products, Inc., a Delaware corporation, and except as utilized in the definition of Change in Control, any successor corporation.

(m) “Dividend Equivalents” mean an amount payable in cash or Common Stock, as determined by the Committee, with respect to a Restricted Stock Unit Award equal to what would have been received if the shares underlying the Award had been owned by the Participant.

(n) “Effective Date” means the date on which the Plan takes effect, as defined pursuant to Section 4 of the Plan.

(o) “Eligible Person” any employee or non-employee director the Company or any of its Subsidiaries; provided however that Incentive Stock Options may only be granted to employees.

(p) “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common Stock as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable; and (ii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

(q) “Incentive Bonus” means a bonus opportunity awarded under Section 11 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award Agreement.

(r) “Incentive Stock Option” means a stock option that is designated as potentially eligible to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(s) “Nonqualified Stock Option” means a stock option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(t) “Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.

(u) “Participant” means any individual described in Section 3 to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.

(v) “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(w) “Plan” means the Continental Building Products, Inc. 2014 Stock Incentive Plan as set forth herein and as amended from time to time.

(x) “Restricted Stock” means an Award or issuance of Common Stock the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate.

(y) “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate.

(z) “Separation from Service” or “Separates from Service” means the termination of Participant’s employment with the Company and all Subsidiaries that constitutes a “separation from service” within the meaning of Section 409A of the Code.

(aa) “Stock Appreciation Right” means a right granted that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant.

(bb) “Subsidiary” means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain.

(cc) “Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

(dd) “Termination of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company, except that with respect to all or any Awards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basis is considered a “Termination of Employment,” (ii) the Committee may determine that a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a “Termination of Employment,” (iii) service as a member of the Board shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee and (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a Termination of Employment with the Company and its Subsidiaries for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding.

3.	Eligibility

Any Eligible Person is eligible to receive an Award.

4.	Effective Date and Termination of Plan

This Plan became effective on [ , 2014] (the “Effective Date”). The Plan shall remain available for the grant of Awards until the tenth (10th) anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted.

5.	Shares Subject to the Plan and to Awards

(a) Aggregate Limits . The aggregate number of shares of Common Stock issuable under the Plan shall be equal to 5% of the number of shares of Common Stock outstanding immediately prior to the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-193078). The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section 15 shall be subject to adjustment as provided in Section 15. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.

(b) Issuance of Shares . For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award, and shares of Common Stock subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award and shares of Common Stock subject to Awards

settled in cash shall not count as shares of Common Stock issued under this Plan. The aggregate number of shares available for issuance under this Plan at any time shall not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares in connection with payment or settlement thereof. In addition, shares that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available for issuance under this Plan.

(c) Tax Code Limits . The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to 5% of the number of shares of Common Stock outstanding immediately prior to the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-193078), which number shall be calculated and adjusted pursuant to Section 15 only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code.

(d) Substitute Awards . Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were employees of such acquired or combined company before such acquisition or combination.

6.	Administration of the Plan

(a) Administrator of the Plan . The Plan shall be administered by the Committee. The Board shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. Any power of the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 or cause an Award intended to qualify as performance-based compensation under Section 162(m) of the Code not to qualify for such treatment. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall

control. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors and/or officers, and any such subcommittee shall be treated as the Committee for all purposes under this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee shall specify the total number of shares of Common Stock such subcommittee may award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any executive officer or non-employee director of the Company as a recipient of any Awards granted under such delegated authority. The Committee hereby delegates to and designates the senior human resources officer of the Company (or such other officer with similar authority), and to his or her delegates or designees, the authority to assist the Committee in the day-to-day administration of the Plan and of Awards granted under the Plan, including without limitation those powers set forth in Section 6(b)(4) through (9) and to execute agreements evidencing Awards made under this Plan or other documents entered into under this Plan on behalf of the Committee or the Company. The Committee may further designate and delegate to one or more additional officers or employees of the Company or any subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.

(b) Powers of Committee . Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation:

(1) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(2) to determine which persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing of any such Awards;

(3) to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;

(4) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any Award;

(5) to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan;

(6) to determine the extent to which adjustments are required pursuant to Section 15;

(7) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

(8) to approve corrections in the documentation or administration of any Award; and

(9) to make all other determinations deemed necessary or advisable for the administration of this Plan.

Notwithstanding anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” under Section 409A of the Code, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from the requirements of such Code section. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding such Award, the Committee shall not take any action with respect to any Award which constitutes (i) a modification of a stock right within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(C), or (iii) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(E).

The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section 19, waive or amend the operation of Plan provisions respecting exercise after termination of employment or service to the Company or an Affiliate. The Committee or any member thereof may, in its sole and absolute discretion and, except as otherwise provided in Section 19, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).

(c) Determinations by the Committee . All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties.

(d) Subsidiary Awards . In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing any subject shares of Common Stock to the Subsidiary, for such lawful consideration as the Committee may determine, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the

Participant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

7.	Plan Awards

(a) Terms Set Forth in Award Agreement . Awards may be granted at any time and from time to time prior to the termination of the Plan to Eligible Persons as determined by the Committee. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than Restricted Stock awards) shall include the time or times at or within which and the consideration, if any, for which any shares of Common Stock may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

(b) Separation from Service . Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Separation from Service.

(c) Rights of a Stockholder . A Participant shall have no rights as a stockholder with respect to shares of Common Stock covered by an Award (including voting rights) until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 10(b) or Section 15 of this Plan or as otherwise provided by the Committee.

8.	Options

(a) Grant, Term and Price . The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than ten years; provided, however, the term of an Option (other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on the thirtieth (30th) day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which, in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common Stock with respect to an Option that is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common Stock on the date such Option is granted if such exercise price is based on a

formula set forth in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may be paid in cash or such other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Shares issuable under an Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise.

(b) No Repricing without Stockholder Approval . Other than in connection with a change in the Company’s capitalization (as described in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Option and, at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price.

(c) No Reload Grants . Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(d) Incentive Stock Options . Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Option intending to qualify as an Incentive Stock Option, if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the exercise price of such Option must be at least 110 percent of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five (5) years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (a) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (b) such Options otherwise remain exercisable but are not exercised within three (3) months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder).

(e) No Stockholder Rights . Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares.

9.	Stock Appreciation Rights

(a) General Terms . The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.

(b) No Repricing without Stockholder Approval . Other than in connection with a change in the Company’s capitalization (as described in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right and, at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

(c) No Stockholder Rights . Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.

10.

Restricted Stock and Restricted Stock Units

(a) Vesting and Performance Criteria . The grant, issuance, retention, vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and /or satisfaction of performance conditions. In addition, the Committee shall have the

right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other stockholder-approved compensation plans or arrangements of the Company.

(b) Dividends and Distributions . Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided by the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during the performance period with respect to unearned Awards of Restricted Stock or Restricted Stock Units that are subject to performance-based vesting criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based vesting criteria have been achieved and the underlying shares or Restricted Stock Units have been earned.

11.

Incentive Bonuses

(a) Performance Criteria . The Committee shall establish the performance criteria and level of achievement versus these criteria that shall determine the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for determining such achievement, and which criteria may be based on performance conditions.

(b) Timing and Form of Payment . The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in Common Stock, as determined by the Committee.

(c) Discretionary Adjustments . Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on account of either financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations as the Committee shall determine.

12.

[Reserved]

13.

Deferral of Payment

The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon settlement, vesting or other events with respect to Restricted Stock Units, or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary, in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of compensation that does not comply with Section 409A of the

Code. The Company, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee.

14.

Conditions and Restrictions Upon Securities Subject to Awards

The Committee may provide that the Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including without limitation (i) restrictions under an insider trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (iv) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

15.

Adjustment of and Changes in the Stock

(a) The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding), and the number and kind of shares of Common Stock subject to the limits set forth in Section 5 of this Plan, shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued pursuant to such an adjustment.

(b) In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities into which such Common Stock

shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.

(c) Unless otherwise expressly provided in the Award Agreement or another contract, including an employment agreement, or under the terms of a transaction constituting a Change in Control, the Committee may provide that any or all of the following shall occur upon a Participant’s Termination of Employment without Cause within twenty-four (24) months following a Change in Control: (a) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise any portion of the Option or Stock Appreciation Right not previously exercisable, (b) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on performance through a date determined by the Committee, and (c) in the case of outstanding Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in Control, immediately prior to the Change in Control, all Awards that are not assumed or continued shall be treated as follows effective immediately prior to the Change in Control: (a) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (b) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on performance through a date determined by the Committee, and (c) in the case of outstanding Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section 15(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

(d) Notwithstanding anything in this Section 15 to the contrary, in the event of a Change in Control, the Committee may provide for the cancelation and cash settlement of all outstanding Awards upon such Change in Control.

(e) The Company shall notify Participants holding Awards subject to any adjustments pursuant to this Section 15 of such adjustment, but (whether or not notice is given) such adjustment shall be effective and binding for all purposes of the Plan.

(f) Notwithstanding anything in this Section 15 to the contrary, an adjustment to an Option or Stock Appreciation Right under this Section 15 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code.

16.

Transferability

Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries or as permitted by the Committee.

17.

Compliance with Laws and Regulations

This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock shall be issued and/or transferable under any other Award unless a registration statement with respect to the Common Stock underlying such Option is effective and current or the Company has determined that such registration is unnecessary.

In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.

18.

Withholding

To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Award, or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant rights under an Award, to issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other award held by the Participant or by the Participant tendering to the Company cash or, if allowed by the Committee, shares of Common Stock.

19.

Amendment of the Plan or Awards

The Board may amend, alter or discontinue this Plan and the Committee may amend, or alter any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions of Section 15, no such amendment shall, without the approval of the stockholders of the Company:

(a) increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 8(a);

(d) extend the term of this Plan;

(e) change the class of persons eligible to be Participants;

(f) increase the individual maximum limits in Section 5(c); or

(g) otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.

No amendment or alteration to the Plan or an Award or Award Agreement shall be made which would impair the rights of the holder of an Award, without such holder’s consent, provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated.

20.

No Liability of Company

The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall not be liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted hereunder.

21.

Non-Exclusivity of Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of Restricted Stock or stock options otherwise than under this Plan or an arrangement not intended to qualify under Code Section 162(m), and such arrangements may be either generally applicable or applicable only in specific cases.

22.

Governing Law

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

23.

No Right to Employment, Reelection or Continued Service

Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s employment, service on the Board or service for the Company at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. Subject to Sections 4 and 19, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.

24.

Specified Employee Delay

To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date that is six months after the specified employee’s

Separation form Service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively practicable after the specified employee’s death).

25.

No Liability of Committee Members

No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

26.

Severability

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

27.

Unfunded Plan

The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.

Exhibit 10.13

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT, dated as of December 20, 2013 (this “ Agreement ”), between HUDSON AMERICAS LLC (“ Manager ”), a Delaware limited liability company, Continental Building Products Operating Company, LLC, formerly known as Continental Building Products, LLC (“ Owner ”), and LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership (the “ Fund ”), is entered into with respect to that certain Asset Advisory Agreement, dated as of August 30, 2013 (the “ Advisory Agreement ”) by and between the Manager, Owner and, for purposes of Section 7(a) thereof, the Fund.

RECITALS

WHEREAS, it is expected that the parent entity of Owner (“ Parent ”) will effect an initial public offering of Parent’s common stock pursuant to a registration statement filed with the Securities and Exchange Commission (the “ Contemplated Offering ”).

WHEREAS, in connection with the Contemplated Offering, the parties desire to terminate the Advisory Agreement upon the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Termination of Advisory Agreement . The Advisory Agreement is hereby terminated effective as of the closing of Contemplated Offering (the “ Effective Time ”). In connection with such termination, the parties hereto acknowledge and agree that:

(a) Manager shall have no further obligation to Owner to perform or to cause to be performed any of the services specified in Section 1, 2 or 5 of the Advisory Agreement.

(b) Owner shall have no further obligation to Manager to pay any amount, whether accruing in the past, currently owing or payable in the future, in respect of activities conducted by Manager and/or its affiliates pursuant to the Advisory Agreement, except for fees and expenses due and owing as of the Effective Time, provided that Owner is provided with an invoice for such fees and expenses on or before the date that is thirty (30) days following the Effective Time.

(C) The provisions of Sections 7(b), 7(c), 8, 10, 11, 15, 16, 17, 20, 22, 24 and 25 of the Advisory Agreement shall survive the termination thereof and all other provisions of the Advisory Agreement shall terminate and be of no further force or effect as of the Effective Time.

2. Consideration . In consideration for the termination of the Advisory Agreement, Owner shall pay or cause to be paid to Manager or its designee an amount equal to Two Million Dollars ($2,000,000) by wire transfer of immediately available funds no later than two business days following the closing of the Contemplated Offering.

3. Miscellaneous Provisions .

(a) Further Action . Each party agrees to execute and deliver such additional documents and to take such additional actions as may be necessary or appropriate to effect the provisions of this Agreement and all transactions contemplated hereby.

(b) Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

(c) No Prior Assignment of Rights . Each of the parties represents and warrants that it has not heretofore assigned or transferred, or purported to have assigned or transferred, to any unaffiliated firm, corporation or person whatsoever, any liability or obligation herein released and agrees to indemnify and hold harmless the other party against any liability or obligation based on, arising out of or in connection with any such transfer or assignment or purported transfer or assignment.

(d) Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral understanding or agreements between the parties.

(e) Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


HUDSON AMERICAS LLC

By:		/s/ Chad Suss
		Chad Suss
		Vice President

CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC

By:		/s/ Ike Preston
		Ike Preston
		Chief Executive Officer

LONE STAR FUND VIII (U.S.), L.P.

By:		Lone Star Partners VIII, L.P., its general partner

By:		Lone Star Management Co. VIII, Ltd., its general partner

By:		/s/ Marc L. Lipshy
		Marc L. Lipshy
		Vice President

Exhibit 10.14

FIRST LIEN CREDIT AGREEMENT

dated as of

August 30, 2013,

among

LSF8 GYPSUM HOLDINGS COMPANY, LLC,

CONTINENTAL BUILDING PRODUCTS LLC,

CONTINENTAL BUILDING PRODUCTS CANADA INC.,

THE LENDERS PARTY HERETO

and

CREDIT SUISSE AG,

as Administrative Agent

CREDIT SUISSE SECURITIES (USA) LLC

and

RBC CAPITAL MARKETS, ¹

as Joint Lead Arrangers and Joint Bookrunners

ROYAL BANK of CANADA,

as Syndication Agent

¹	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS


		Page

SECTION 1. DEFINITIONS			1

1.1	Defined Terms		1
1.2	Other Definitional Provisions		59
1.3	Classification of Loans and Borrowings		60
1.4	Accounting Terms; GAAP		60
1.5	Pro Forma Calculations		61
1.6	Classification of Permitted Items		62
1.7	Rounding		62
1.8	Currency Equivalents Generally		62
1.9	Limitations on Obligations of Canadian Borrower		63

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS			63

2.1	First Lien Term Loan Commitments		63
2.2	Procedure for First Lien Term Loan Borrowing		63
2.3	Repayment of First Lien Term Loans		64
2.4	Revolving Credit Commitments		65
2.5	Loans and Borrowings		65
2.6	Requests for Revolving Credit Borrowing		66
2.7	Letters of Credit		67
2.8	Funding of Borrowings		74
2.9	Interest Elections		75
2.10	Termination and Reduction of Commitments		76
2.11	Repayment of Revolving Credit Loans; Evidence of Debt		77
2.12	Prepayment of Loans		78
2.13	Facility Fees		81
2.14	Mandatory Prepayments		83
2.15	Interest		85
2.16	Alternate Rate of Interest		86
2.17	Increased Costs		87
2.18	Break Funding Payments		89
2.19	Taxes		89
2.20	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		92
2.21	Mitigation Obligations; Replacement of Lenders		94
2.22	Defaulting Lenders		96
2.23	Incremental Facilities		98
2.24	Replacement Facilities		102
2.25	Extensions of Term Loans and Revolving Credit Commitments		105

SECTION 3. REPRESENTATIONS AND WARRANTIES			109

3.1	Financial Condition		109


3.2	No Change	110
3.3	Corporate Existence; Compliance with Law	110
3.4	Organizational Power; Authorization; Enforceable Obligations	110
3.5	No Legal Bar	110
3.6	No Material Litigation	111
3.7	Ownership of Property; Liens	111
3.8	Intellectual Property	111
3.9	Taxes	111
3.10	Federal Regulations	111
3.11	ERISA	112
3.12	Investment Company Act	112
3.13	Restricted Subsidiaries	112
3.14	Use of Proceeds	112
3.15	Environmental Matters	113
3.16	Accuracy of Information, etc.	114
3.17	Security Documents	114
3.18	Solvency	115
3.19	Patriot Act; FCPA; OFAC	115
3.20	Broker’s or Finder’s Commissions	115
3.21	Labor Matters	115

SECTION 4. CONDITIONS PRECEDENT		116

4.1	Conditions to Initial Extension of Credit	116
4.2	Conditions to Each Post-Closing Extension of Credit	119

SECTION 5. AFFIRMATIVE COVENANTS		120

5.1	Financial Statements	121
5.2	Certificates; Other Information	122
5.3	Payment of Obligations	124
5.4	Conduct of Business and Maintenance of Existence, Compliance with Laws, etc.	124
5.5	Maintenance of Property; Insurance	124
5.6	Inspection of Property; Books and Records; Discussions	125
5.7	Notices	125
5.8	Environmental Laws	126
5.9	Additional Collateral, etc.	126
5.10	Use of Proceeds	128
5.11	Further Assurances	128
5.12	Maintenance of Ratings	128
5.13	Designation of Subsidiaries	128
5.14	Interest Rate Protection	129
5.15	Post-Closing Matters	129



SECTION 6. NEGATIVE COVENANTS		130

6.1	Financial Covenant	130
6.2	Limitation on Indebtedness	131
6.3	Limitation on Liens	135
6.4	Limitation on Fundamental Changes	139
6.5	Limitation on Disposition of Property	141
6.6	Limitation on Restricted Payments	143
6.7	Limitation on Investments	146
6.8	Limitation on Optional Payments and Modifications of Junior Debt Instruments, etc.	150
6.9	Limitation on Transactions with Affiliates	150
6.10	Limitation on Sales and Leasebacks	152
6.11	Limitation on Negative Pledge Clauses	152
6.12	Limitation on Restrictions on Restricted Subsidiary Distributions	153
6.13	Limitation on Lines of Business	154
6.14	Limitation on Activities of Holdings	154
6.15	Modification of Agreements	154

SECTION 7. EVENTS OF DEFAULT		155

7.1	Events of Default	155
7.2	Right to Cure	159

SECTION 8. THE AGENTS		160

8.1	Appointment	160
8.2	Delegation of Duties	161
8.3	Exculpatory Provisions	161
8.4	Reliance by Administrative Agent	161
8.5	Notice of Default	162
8.6	Non-Reliance on Agents and Other Lenders	162
8.7	Indemnification	163
8.8	Agent in Its Individual Capacity	163
8.9	Successor Administrative Agent	163
8.10	Syndication Agent	164

SECTION 9. MISCELLANEOUS		164

9.1	Notices	164
9.2	Waivers; Amendments	167
9.3	Expenses; Indemnity; Damage Waiver	170
9.4	Successors and Assigns	172
9.5	Survival	179
9.6	Counterparts; Integration; Effectiveness	179
9.7	Severability	179
9.8	Right of Setoff	179

iii


9.9	Governing Law; Jurisdiction; Consent to Service of Process	180
9.10	WAIVER OF JURY TRIAL	181
9.11	Headings	181
9.12	Confidentiality	181
9.13	USA PATRIOT Act	183
9.14	Release of Liens and Guarantees; Secured Parties	183
9.15	No Fiduciary Duty	184
9.16	Interest Rate Limitation	185

SCHEDULES:


1.1		Mortgaged Property
2.1		Lenders
3.4		Consents, Authorizations, Filings and Notices
3.13(a)		Restricted Subsidiaries
3.13(b)		Agreements Related to Capital Stock
5.15		Post-Closing Matters
6.2(d)		Existing Indebtedness
6.3(f)		Existing Liens
6.7(m)		Existing Investments
6.10		Affiliate Transactions

EXHIBITS:


A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Perfection Certificate
E-1		Form of Assignment and Assumption
E-2		Form of Affiliated Lender Assignment and Assumption
F-1		Form of First Lien Intercreditor Agreement
F-2		Form of Intercreditor Agreement
G-1		Form of Term Note
G-2		Form of Revolving Credit Note
H-1		Form of U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships)
H-2		Form of U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships)
H-3		Form of U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships)
H-4		Form of U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships)
I		Form of Borrowing Request
J		Form of Solvency Certificate

FIRST LIEN CREDIT AGREEMENT, dated as of August 30, 2013, among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (including its permitted successors, “ Holdings ”), Continental Building Products LLC, a Delaware limited liability company (including its permitted successors, the “ US Borrower ”), Continental Building Products Canada Inc., a Canadian federal corporation (including its permitted successors, the “ Canadian Borrower ” and together with the US Borrower, the “ Borrowers ”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks and CREDIT SUISSE AG, as administrative agent and collateral agent (together with its successors in such capacity, the “ Administrative Agent ”).

PRELIMINARY STATEMENTS

Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.1 below), the US Borrower will acquire (the “ Acquisition ”) the North American gypsum division of LaFarge North America, Inc., a Maryland Corporation (the “ Seller ”), as described in the Acquisition Agreement (such acquired division, the “ Business ”).

The Borrowers have requested that, substantially simultaneously with the consummation of the Acquisition, (i) the Term Loan Lenders extend credit to the US Borrower in the form of First Lien Term Loans on the Closing Date in an aggregate principal amount of up to $320,000,000 pursuant to this Agreement, (ii) (A) the US Tranche Revolving Credit Lenders extend credit to the US Borrower from time to time on or after the Closing Date in accordance with the US Tranche Revolving Credit Commitments in an aggregate principal amount of up to $40,000,000 pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date not to exceed the amount permitted under Section 2.4) and (B) the Canadian Tranche Revolving Credit Lenders extend credit to the Borrowers from time to time after the Closing Date in accordance with the Canadian Tranche Revolving Credit Commitments in an aggregate principal amount of up to $10,000,000 pursuant to this Agreement and (iii) certain other lenders extend credit to the US Borrower in the form of Second Lien Term Loans on the Closing Date in an aggregate principal amount of $120,000,000 pursuant to the Second Lien Credit Agreement.

On the Closing Date, the proceeds of the Loans, together with (i) the proceeds of the Second Lien Term Loans and (ii) the proceeds of the Equity Contribution, will be used to finance the Acquisition, to repay Existing Debt and to pay Transaction Costs.

The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ ABR ”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Accounting Change ”: as defined in Section 1.4.

“ Acquisition ”: as defined in the preliminary statements hereto.

“ Acquisition Agreement ”: the Acquisition Purchase Agreement dated June 24, 2013, by and between the Seller and the Sponsor.

“ Act ”: as defined in Section 3.19(a).

“ Additional Lenders ”: any Eligible Assignee that makes an Incremental Term Loan or Replacement Term Loan or extends commitments to the Revolving Credit Facilities pursuant to Section 2.23 or 2.24.

“ Adjusted LIBO Rate ”: with respect to any Eurocurrency Borrowing denominated in US Dollars for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that the Adjusted LIBO Rate shall, in no event, be less than 1.00%.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Administrative Questionnaire ”: an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Affiliated Lender ”: LSUSA and its Affiliates, other than (a) Holdings or any Subsidiary of Holdings (including the Borrowers) and (b) any natural Person.

“ Agent Indemnitee ”: as defined in Section 8.7.

“ Agents ”: the collective reference to the Administrative Agent and the Syndication Agent.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans plus (ii) the amount of such Lender’s Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Credit Exposure.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: this First Lien Credit Agreement.

“ Alternate Base Rate ”: for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ ⁄ ₂ of 1% and (c) the Adjusted LIBO Rate that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect of a proposed Eurocurrency Loan with a one-month Interest Period plus 1.0%; provided that the Alternate Base Rate shall, in no event, be less than 2.00%; provided , further , that for the purpose of clause (c), the Adjusted LIBO Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the British Bankers’ Association Interest Settlement Rates (or by reference to any successor or substitute entity or other quotation service providing comparable quotations to such British Bankers’ Association Interest Settlement Rates) for deposits in US Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or any such successor or substitute agency) as an authorized vendor for the purpose of displaying such rates). If the Administrative Agent shall have determined (which determination shall be prima facie evidence absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the immediately preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such Adjusted LIBO Rate, respectively.

“ Applicable Discount ”: as defined in Section 2.12(f).

“ Applicable Margin ”: (i) with respect to the First Lien Term Loans, the rate per annum equal to (a) for ABR Loans, 2.50% and (b) for Eurocurrency Loans, 3.50% and (ii) with respect to the Revolving Credit Loans, the rate per annum equal to (a) for ABR Loans, 2.00% and (b) for Eurocurrency Loans, 3.00%; provided that after the consummation of an IPO and for as long thereafter as the Capital Stock of a Permitted Holding Company remains publicly traded, upon the satisfaction of a Margin Stepdown Condition (as determined by reference to the applicable Compliance Certificate delivered pursuant to Section 5.2(b)) and for so long as such Margin Stepdown Condition shall remain satisfied, the Applicable Margin shall be reduced by 0.50%.

indicate that a Margin Stepdown Condition is then satisfied as of the last day of the Relevant Reference Period to which such Compliance Certificate relates. Notwithstanding the foregoing, the Applicable Margin shall be based on the rate per annum set forth above without giving effect to the proviso if (i) the US Borrower fails to deliver the Compliance Certificate required to be delivered pursuant hereto, within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof, or (ii) after and for so long as an Event of Default shall have occurred and is continuing.

“ Applicable Percentage ”: the US Tranche Percentage or the Canadian Tranche Percentage, as applicable.

“ Approved Fund ”: any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit as its primary activity and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ”: the collective reference to Credit Suisse Securities (USA) LLC and RBC Capital Markets, as lead arrangers and joint bookrunners for the Facilities.

“ Asset Sale ”: any Disposition of Property or series of related Dispositions of Property pursuant to clause (d)(ii), (j), (k), (q) or (w) of Section 6.5 by the US Borrower or any of its Restricted Subsidiaries to any Person (other than Holdings, the US Borrower or any Restricted Subsidiary), other than any Disposition (whether in a single transaction or through a series of related Dispositions) resulting in aggregate Net Cash Proceeds to the US Borrower or any of its Restricted Subsidiaries not exceeding $500,000.

“ Assignment and Assumption ”: an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit E-1 or any other form approved by the Administrative Agent and the US Borrower.

“ Attributable Indebtedness ”: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the US Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Auction ”: as defined in Section 2.12(f)(i).

“ Auction Amount ”: as defined in Section 2.12(f)(i).

“ Auction Notice ”: as defined in Section 2.12(f)(i).

“ Auto Renewal Letter of Credit ”: as defined in Section 2.7(c).

“ Availability Period ”: (a) with respect to the US Revolving Credit Facility, the period from and including the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the US Tranche Revolving Credit Commitments and (b) with respect to the Canadian Revolving Credit Facility, the period from the date after, and not including, the Closing Date to but excluding the earlier of the Revolving Credit Maturity Date and the date of termination of the Canadian Tranche Revolving Credit Commitments.

“ Available Builder Basket ”: as of any date of determination, an amount equal to (without duplication): (a) the sum of (i) the Available Excess Cash Flow Amount on such date, plus (ii) the net cash proceeds from the issuance of Capital Stock of, or capital contributions to, Holdings after the Closing Date (other than proceeds from the issuance of Disqualified Capital Stock or Cure Securities, proceeds from Cure Contributions or Excluded Contributions and proceeds used as described in clause (b)(ix) of the definition of “Consolidated EBITDA”) to the extent that the proceeds thereof are contributed to the US Borrower as common Capital Stock, plus (iii) the net cash proceeds received by the US Borrower after the Closing Date (or received by Holdings after the Closing Date and contributed to the US Borrower as common Capital Stock) from the issuance or sale of convertible or exchangeable Disqualified Capital Stock or debt securities of Holdings, the US Borrower or any of the Restricted Subsidiaries that has thereafter been converted into or exchanged for Qualified Capital Stock of Holdings, plus (iv) returns, repayments, interest, profits, distributions, income and similar amounts received in cash or Cash Equivalents by the US Borrower and the Restricted Subsidiaries in respect of Investments made using the Available Builder Basket (such amounts not exceeding the fair market value (as determined in good faith by the US Borrower) of such original Investment), plus (v) the Investments of the US Borrower and the Restricted Subsidiaries made using the Available Builder Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the US Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value (as determined in good faith by the US Borrower) of the Investments of the US Borrower and the Restricted Subsidiaries made using the Available Builder Basket in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (B) the fair market value (as determined in good faith by the US Borrower) of the original Investments by the US Borrower and the Restricted Subsidiaries made using the Available Builder Basket in such Unrestricted Subsidiary) minus (b) the sum of (i) the amount of cash dividends paid by the US Borrower pursuant to Section 6.6(d), (ii) Investments made pursuant to Section 6.7(t), (iii) optional prepayments, repurchases and redemptions made pursuant to Section 6.8(a)(ii) and (iv) the principal amount of any Indebtedness incurred under Section 6.2(w), in each case utilizing the Available Builder Basket.

“ Available Excess Cash Flow Amount ”: at any date of determination, an amount equal to (a) the sum of the amounts of Excess Cash Flow in excess of zero for all Excess Cash Flow Periods ending on or prior to the date of determination, minus (b) the sum at the time of determination of the aggregate amount of prepayments of Term Loans made (or required to be made) pursuant to Section 2.14(c) through the date of determination.

“ Available Starter Basket ” as of any date of determination, an amount equal to (a)(i) $10,000,000 plus (ii) returns, repayments, interest, profits, distributions, income and similar amounts received in cash or Cash Equivalents by the US Borrower and the Restricted

Subsidiaries in respect of Investments made using the Available Starter Basket (such amounts not exceeding the fair market value (as determined in good faith by the US Borrower) of such original Investment), plus (iii) the Investments of the US Borrower and the Restricted Subsidiaries made using the Available Starter Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the US Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value (as determined in good faith by the US Borrower) of the Investments of the US Borrower and the Restricted Subsidiaries made using the Available Starter Basket in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (B) the fair market value (as determined in good faith by the US Borrower) of the original Investments by the Borrowers and the Restricted Subsidiaries made using the Available Starter Basket in such Unrestricted Subsidiary) minus (b) the sum of (i) the amount of cash dividends paid by the US Borrower pursuant to Section 6.6(d), (ii) Investments made pursuant to Section 6.7(t), (iii) optional prepayments, repurchases and redemptions made pursuant to Section 6.8(a)(ii) and (iv) the principal amount of any Indebtedness incurred under Section 6.2(w), in each case utilizing the Available Starter Basket.

“ Backup Withholding Tax ”: United States federal withholding Taxes imposed pursuant to Section 3406 of the Code, as in effect on the date of this Agreement, or any successor provision that is substantially the equivalent thereof, and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the Internal Revenue Service thereunder as a precondition to relief or exemption from Taxes under such provisions).

“ Bankruptcy Event ”: with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, is subject to, or any Person that directly or indirectly controls such Person is subject to, a forced liquidation, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it or any substantial part of its assets, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Borrower Materials ”: as defined in Section 9.1.

“ Borrowers ”: as defined in the preamble.

“ Borrowing ”: Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ”: a request by a Borrower for a Borrowing substantially in the form of Exhibit I.

“ Business ”: as defined in the preliminary statements hereto.

“ Business Day ”: any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan denominated in US Dollars, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in US Dollar deposits in the London interbank market; provided , further , that, when used in connection with a Loan denominated in Canadian Dollars, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in Canadian Dollar deposits in Canada.

“ Business Material Adverse Effect ”: the occurrence of any event, circumstance, change or effect that, individually or together with any other event, circumstance, change or effect (i) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, results of operations or financial condition of the Business (as defined in the Acquisition Agreement), taken as a whole, or (ii) materially impairs the ability of the Sellers (as defined in the Acquisition Agreement) to consummate the transactions contemplated by the Acquisition Agreement or the Canada Supplement (as defined in the Acquisition Agreement); provided, however, with respect to clause (i) above, Business Material Adverse Effect shall not include: (a) events, circumstances, changes or effects that generally affect the industry in which the Business operates; (b) changes in economic, market, business, regulatory or political conditions generally in the jurisdiction of organization or any other jurisdiction in which the Business operates, or in the global financial markets generally or in the financial markets of any such jurisdiction; (c) changes in any Law (as defined in the Acquisition Agreement); (d) changes in US GAAP (as defined in the Acquisition Agreement), including accounting and financial reporting pronouncements by a Governmental Authority (as defined in the Acquisition Agreement); (e) changes arising from the consummation of the transactions contemplated by, or the announcement of the execution of, the Acquisition Agreement, including any actions of competitors, customers or employees; (f) any event, circumstance, change or effect that results from any action taken pursuant to or in accordance with the Acquisition Agreement or at the request of the Purchaser (as defined in the Acquisition Agreement); and (g) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after June 24, 2013; except in the case of the foregoing clauses (a), (b), (c), (d) or (g), to the extent such events, circumstances, changes in or effects have a materially disproportionate effect on the Business, taken as a whole, relative to other industry participants operating in the same or similar businesses.

“ Canadian Base Rate ”: as defined in Section 2.16.

“ Canadian Borrower ”: as defined in the preamble.

“ Canadian Dollar ” and “ CAD $ ”: the lawful money of Canada.

“ Canadian Revolving Credit Facility ”: as defined in the definition of the term “Facility”.

“Canadian Tranche LC Sublimit ”: $5,000,000, as such amount may be increased from time to time in accordance with Section 9.2(i).

“ Canadian Tranche Letters of Credit ”: any letter of credit issued pursuant to this Agreement under the Canadian Revolving Credit Facility.

“ Canadian Tranche Percentage ”: with respect to any Canadian Tranche Revolving Credit Lender, the percentage of the total Canadian Tranche Revolving Credit Commitments represented by such Lender’s Canadian Tranche Revolving Credit Commitment. If the Canadian Tranche Revolving Credit Commitments have terminated or expired, the Canadian Tranche Percentages shall be determined based upon the Canadian Tranche Revolving Credit Commitments most recently in effect, giving effect to any assignments. The Canadian Tranche Percentage shall be adjusted appropriately, as determined by the Administrative Agent, in accordance with Section 2.22(c) to disregard the Canadian Tranche Revolving Credit Commitment of Defaulting Lenders.

“ Canadian Tranche Revolving Credit Commitments ”: as to any Canadian Tranche Revolving Credit Lender, the obligation of such Revolving Credit Lender, if any, to make Canadian Tranche Revolving Credit Loans pursuant to Section 2.4(b), and to participate in Canadian Tranche Letters of Credit pursuant to Section 2.7, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Credit Lender’s Canadian Tranche Revolving Credit Exposure hereunder, and in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Canadian Tranche Revolving Credit Commitment” opposite such Revolving Credit Lender’s name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption pursuant to which such Revolving Credit Lender became a party hereto, in each case as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the total Canadian Tranche Revolving Credit Commitments on the Closing Date is $10,000,000.

“ Canadian Tranche Revolving Credit Borrowing ”: a Borrowing comprised of Canadian Tranche Revolving Credit Loans.

“ Canadian Tranche Revolving Credit Exposure ”: at any time, with respect to any Lender, shall be the sum of such Lender’s Canadian Tranche Revolving Credit Loans and its LC Exposure in respect of Canadian Tranche Revolving Credit Loans at such time.

“ Canadian Tranche Revolving Credit Lender ”: a Lender with a Canadian Tranche Revolving Credit Commitment or that is a holder of Canadian Tranche Revolving Credit Loans.

“ Canadian Tranche Revolving Credit Loan ”: a Loan made by a Canadian Tranche Revolving Credit Lender pursuant to Section 2.4(b). Each Canadian Tranche Revolving Credit Loan denominated in US Dollars shall be a Eurocurrency Loan or an ABR Loan, and each Canadian Tranche Revolving Credit Loan denominated in Canadian Dollars shall be a Eurocurrency Loan.

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a balance sheet of such Person, it being understood that Capital Expenditures do not include amounts expended to purchase assets constituting an on-going business, including investments that constitute Permitted Acquisitions.

“ Capital Lease Obligations ”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet (excluding the footnotes thereto) of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, including convertible securities but excluding debt securities convertible or exchangeable into any of the foregoing.

“ Cash Equivalents ”: (a) US Dollars, Canadian Dollars, Euros and Sterling; (b) securities and other obligations issued or directly and fully guaranteed or insured by the United States or Canadian government or any agency or instrumentality of the United States or Canadian government ( provided that the full faith and credit of the United States or Canada is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (c) certificates of deposit, time deposits and eurocurrency time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic or foreign bank having, or which is a banking subsidiary of a domestic or foreign bank holding company or any U.S. or Canadian branch of a foreign bank having, capital and surplus of not less than $500,000,000 (or its foreign currency equivalent); (d) fully collateralized repurchase obligations for underlying securities of the types described in clauses (b) and (c) above or clause (f) below entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, maturing within one year after the date of acquisition; (f) marketable short-term money market and similar highly liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or

taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of one year or less from the date of acquisition; (h) Investments with average maturities of one year or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); and (i) investment funds investing substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (h) of this definition.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary, Cash Equivalents shall also include (i) Investments of the type and maturity described in clauses (a) through (i) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable Canadian rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (i) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, amounts denominated in the local currency of the jurisdiction of incorporation or formation of such Foreign Subsidiary in addition to those set forth in clause (a) above; provided that such amounts are held by such Foreign Subsidiary from time to time in the ordinary course of business and not for speculation.

“ Cash Management Obligations ”: obligations owed by any Loan Agreement Party to any Qualified Counterparty in respect of or in connection with Cash Management Services and designated by the Qualified Counterparty and the US Borrower in writing to the Administrative Agent as “Cash Management Obligations”.

“ Cash Management Services ”: any treasury, depositary, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card, cash management and similar services and any automated clearing house transfer of funds.

“ CDOR Rate ”: for each day in any period, the annual rate of interest that is the rate based on an average rate applicable to Canadian Dollar bankers’ acceptances for a term equal to the term of the relevant Interest Period appearing on the Reuters (or another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to time) Screen CDOR Page at approximately 10:00 a.m. (Toronto time), on such date, or if such date is not a Business Day, on the immediately preceding Business Day; provided that if such rate does not appear on the Reuters (or another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to time) Screen CDOR Page on such date as contemplated, then the CDOR Rate on such date shall be the rate at which a Canadian chartered bank listed on Schedule I to the Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances as of 10:00 a.m. (Toronto time) on such date or, if such date is not a Business Day, on the immediately preceding Business Day; provided , further that the CDOR Rate shall, in no event, be less than 1.00%.

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Law ”: (a) the adoption of any law, rule or regulation after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.17(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement or, if later, the date on which the applicable Lender or the applicable Issuing Bank becomes a Lender or an Issuing Bank hereunder; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“ Change of Control ”: the occurrence of any of the following events: (a) prior to an IPO, the Permitted Investors, taken together, shall cease to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, securities having a majority of the ordinary voting power for the election of directors of Holdings measured by voting power rather than number of shares; (b) at any time after an IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of Holdings or any of its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (excluding from any determination of the amount of Capital Stock beneficially owned by such “person” or “group”, where such person or group includes both Permitted Investors and one or more Persons that are not Permitted Investors, any Capital Stock beneficially owned by Permitted Investors), other than any such “person” or “group” comprised solely of Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock representing more than the greater of (i) 35% of the ordinary voting power for the election of directors of the Permitted Holding Company that shall have issued or sold Capital Stock in the IPO, measured by voting power rather than number of shares, and (ii) the percentage of such ordinary voting power of such Permitted Holding Company held, directly or indirectly, by the Permitted Investors, taken together (unless the Permitted Investors retain the right, by contract or otherwise, to elect or designate a majority of the directors of the Permitted Holding Company); (c) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the US Borrower free and clear of all Liens (except Permitted Liens); (d) except in a transaction permitted by

Sections 6.4(b) and 6.5(j), the US Borrower shall cease to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of the Canadian Borrower free and clear of all Liens (except Permitted Liens); or (e) a Specified Change of Control.

“ Class ”: (a) when used with respect to Lenders, refers to whether such Lenders are Canadian Tranche Revolving Credit Lenders, US Tranche Revolving Credit Lenders, First Lien Term Loan Lenders, Incremental Revolving Lenders (of the same tranche), Extended Revolving Credit Lenders (of the same tranche), Lenders in respect of a Replacement Revolving Credit Facility, Extended Term Lenders (of the same tranche) or other Term Loan Lenders (of the same tranche, including for Replacement Term Loans or Incremental Term Loans), (b) when used with respect to Commitments, refers to whether such Commitments are Canadian Tranche Revolving Credit Commitments, US Tranche Revolving Credit Commitments, Incremental Revolving Commitments (of the same tranche), Replacement Revolving Credit Commitments, Extended Revolving Credit Commitments (of the same tranche), First Lien Term Loan Commitments, Extended Term Loan Commitments (of the same tranche) or any other Term Loan Commitments (of the same tranche, including for Replacement Term Loans or Incremental Term Loans) and (c) when used with respect to Loans or Borrowings, refers to whether such Loan or the Loans comprising such Borrowing, are Canadian Tranche Revolving Credit Loans, US Tranche Revolving Credit Loans, First Lien Term Loans, Incremental Term Loans (of the same tranche, including Other Term Loans), Replacement Term Loans (of the same tranche), Extended Term Loans (of the same tranche) or loans in respect of the same Class of Commitments.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or waived in accordance with Section 9.2.

“ Code ”: the Internal Revenue Code of 1986.

“ Collateral ”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is created or purported to be created by any Security Document.

“ Commitment ”: with respect to any Lender, the Term Loan Commitment, the US Tranche Revolving Credit Commitment and the Canadian Tranche Revolving Credit Commitment of such Lender.

“ Commitment Letter ”: the Commitment Letter dated as of June 23, 2013, among the US Borrower, Holdings and the Arrangers.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the US Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the US Borrower and that is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under subsection (b), (c), (m) or (o) of Section 414 of the Code.

“ Communications ”: as defined in Section 9.1.

“ Company Intellectual Property ”: as defined in Section 3.8(i).

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated July 2013 and furnished to the initial Lenders in connection with the syndication of the Facilities.

“ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Current Assets ”: of the US Borrower at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the US Borrower and its Restricted Subsidiaries at such date, excluding deferred tax assets, assets held for sale, loans permitted to third parties, pension assets, deferred bank fees and derivative financial instruments, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated Current Liabilities ”: of the US Borrower at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the US Borrower and its Restricted Subsidiaries at such date, excluding, to the extent otherwise included therein, (a) the current portion of any Funded Debt or other long-term liabilities (including Capital Lease Obligations) or interest, (b) revolving loans and letter of credit obligations under the Revolving Credit Facilities or any other revolving credit facilities or revolving lines of credit, (c) deferred tax liabilities, and (d) non-cash compensation liabilities and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated EBITDA ”: of the US Borrower for any period, (a) Consolidated Net Income of the US Borrower and its Restricted Subsidiaries for such period plus (b) without duplication of each other and with amounts that are adjusted pursuant to the definition of Consolidated Net Income, and to the extent deducted in determining such Consolidated Net Income for such period (except with respect to clauses (viii), (x) and (xxi) below), the sum of:

(i) provision for taxes based on income, profits or capital of the US Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and withholding taxes for such period, taxes in lieu of income taxes and payroll tax credits, income tax credits and similar tax credits,

respect of such hedging obligations or other derivative instruments), amortization or write off of debt discount and debt issuance costs and commissions and discounts and other fees and charges (including bank fees) associated with Indebtedness (including the Loans and Letters of Credit),

(iii) depreciation and amortization expense (which, for the avoidance of doubt, will include amortization of debt expense),

(iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(v) (A) costs and expenses in connection with the Transactions, (B) transaction fees, costs and expenses (including up-front fees, commissions, premiums or charges) incurred in connection with, to the extent permitted under the Loan Documents and whether or not consummated, equity issuances (including an IPO), Investments, Dispositions, recapitalizations, refinancings, mergers, option buyouts or the incurrence or repayment of Indebtedness or any amendments, waivers or other modifications under the agreements relating to such Indebtedness or similar transactions and (C) costs in connection with strategic initiatives, transition costs and other business optimization and information systems-related costs (including non-recurring employee bonuses in connection therewith), excluding, in the case of this clause (C), any of the foregoing otherwise covered by clause (xi) below,

(vi) non-cash compensation expense, including deferred compensation, and any other non-cash losses, charges and expenses (including write-offs or write-downs but not including any write-off or write-down of inventory or accounts receivable),

(vii) any Permitted Management Fees paid or accrued during such period and any other management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid to or on behalf of any direct or indirect parent company of the US Borrower or any of the Permitted Investors, to the extent permitted to be paid under Section 6.9 (and any accruals in respect thereof) ( provided that any amounts that are added back to Consolidated EBITDA pursuant to this clause (vii) in respect of items accrued during such period shall not be added back to Consolidated EBITDA pursuant to this clause in any subsequent period),

(viii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such cash receipts or netting arrangement were deducted in the calculation of Consolidated EBITDA pursuant to clause (c) below for any previous period and not added back,

reserves in connection with the rollover, acceleration or payout of equity interests held by management, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with net cash proceeds contributed to the US Borrower as a capital contribution or net cash proceeds of issuances of Capital Stock of the US Borrower (other than Disqualified Capital Stock, Cure Securities and Cure Contributions),

(x) expected “run-rate” cost savings, operating expense reductions, other operating improvements and synergies relating to any Pro Forma Transactions, including the Transactions (as determined by the US Borrower in good faith subject to the provisions of Section 1.5(c)); provided that the aggregate amount added back pursuant to this clause (x) in any Test Period shall not exceed 20% of Consolidated EBITDA with respect to such period (prior to giving effect to the add-backs pursuant to this clause (x)),

(xi) restructuring and similar charges (including severance, relocation costs, costs related to closure/consolidation of facilities and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities)), provided that the aggregate amount added back pursuant to this clause (xi) in any Test Period shall not exceed 20% of Consolidated EBITDA with respect to such period (prior to giving effect to the add-backs pursuant to this clause (xi)),

(xii) any net after-tax losses attributable to asset Dispositions (including any Disposition of any Capital Stock of any Person) (in each case, other than in the ordinary course of business, as determined in good faith by the US Borrower),

(xiii) earn-out obligations incurred in connection with any Permitted Acquisition or other Investment and paid or accrued during the applicable period,

(xiv) unrealized net losses resulting from changes in the fair market value of any non-speculative Hedge Agreements and the net costs of implementation of any non-speculative Hedge Agreements, and losses, charges and expenses attributable to the early extinguishment or conversion of Indebtedness, Hedge Agreements or other derivative instruments (including deferred financing expenses written off and premiums paid),

(xvi) any non-controlling or minority interest expense consisting of income attributable to third parties in respect of their equity interests in non-Wholly Owned Subsidiaries,

(xvi) losses, charges and expenses related to payments made to option holders of the US Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution,

(xvii) losses or discounts on sales of Permitted Receivables Financing Assets in connection with any Permitted Receivables Financing,

(xviii) costs relating to the closure of the Newark facility; provided that the aggregate amount added back pursuant to this clause (xviii) shall not exceed $3,000,000 and such amount shall only be permitted to be added back for purposes of any Test Period ending on or prior to December 31, 2013,

(xix) fees paid under the Master Brand Agreement; provided that the aggregate amount added back pursuant to this clause (xix) shall not exceed $1,500,000 and such amount shall only be permitted to be added back for purposes of any Test Period ending on or prior to December 31, 2013,

(xx) costs relating to the relocation of the equipment associated with, and the termination of, the Equipment Lease Agreement (as defined in the Disclosure Schedule to the Acquisition Agreement); provided that the aggregate amount added back pursuant to this clause (xx) shall not exceed $5,000,000,

(xxi) to the extent not included in determining Consolidated Net Income for such period, business interruption insurance proceeds in an amount representing the earnings for such period that such proceeds are intended to replace (whether or not yet received so long as the US Borrower in good faith expects to receive the same within the four fiscal quarters immediately following such business interruption (it being understood that to the extent not actually received within such four fiscal quarters, such amount shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)), and

(xxii) any costs or expenses under any pension plans retained by the US Seller or the Canadian Seller (each as defined in the Acquisition Agreement) payable by or attributable to the US Borrower or its Subsidiaries pursuant to the provisions of the Acquisition Agreement; provided that the aggregate amount added back pursuant to this clause (xxii) shall not exceed $2,000,000 and such amount shall only be permitted to be added back for purposes of any Test Period ending on or prior to December 31, 2013, minus

(i) interest income on cash and Cash Equivalents and other similar securities (except to the extent deducted in determining total interest expense),

(ii) any other non-cash income (other than amounts accrued in the ordinary course of business consistent under accrual-based revenue recognition procedures in accordance with GAAP), excluding any such income that represents the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have not increased Consolidated EBITDA),

(iii) any net after-tax gains attributable to asset Dispositions (including any Disposition of any Capital Stock of any Person) (in each case, other than in the ordinary course of business, as determined in good faith by the US Borrower),

(iv) unrealized net gains resulting from changes in the fair market value of any non-speculative Hedge Agreements, gains attributable to the early extinguishment or conversion of Indebtedness or Hedge Agreements, and currency translation gains, and

(v) any non-controlling or minority interest income consisting of loss attributable to third parties in respect of their equity interests in non-Wholly Owned Subsidiaries.

Notwithstanding the foregoing, (A) the Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending September 30, 2012, shall be deemed to be equal to $14,516,000, (B) the Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending December 31, 2012, shall be deemed to be equal to $14,712,000, (C) the Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending March 31, 2013, shall be deemed to be equal to $20,581,000 and (D) the Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the fiscal quarter ending June 30, 2013, shall be deemed to be equal to $28,164,000.

“ Consolidated First Lien Debt ”: at any date, the sum of the aggregate principal amount of all Consolidated Total Debt under the Facilities and other Consolidated Total Debt that is secured by a Lien on any of the Collateral (which Lien has equal or senior priority with the Liens securing the Facilities (but without regard to the control of remedies)).

“ Consolidated Net Income ”: of the US Borrower for any period, the consolidated net income (or loss) of the US Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings or any direct or indirect parent of Holdings during such period attributable to the operations of the US Borrower and the Subsidiaries as though such charge, tax or expense had been incurred by the US Borrower, to the extent that the US Borrower has made or would be entitled under the Loan Documents to make any Restricted Payment or other payment to or for the account of Holdings in respect thereof); provided that, for the avoidance of doubt, in calculating Consolidated Net Income of the US Borrower and its consolidated Restricted Subsidiaries for any period, there shall be included the aggregate amount actually paid to the US Borrower and its Restricted Subsidiaries in cash during such period on account of business interruption insurance representing the earnings for such period that such proceeds are intended to replace; provided , further , that in calculating Consolidated Net Income of the US Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded, without duplication,

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the US Borrower or is merged into or consolidated with the US Borrower or any of its Restricted Subsidiaries;

(b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the US Borrower) in which the US Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the US Borrower or a Restricted Subsidiary in the form of dividends or distributions;

(c) solely for the purpose of determining Excess Cash Flow, the undistributed earnings of any Restricted Subsidiary of the US Borrower (other than a Subsidiary Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document or Second Lien Loan Document) or Requirement of Law applicable to such Restricted Subsidiary unless such restriction or prohibition with respect to the declaration or payment of dividends or similar distributions has been legally waived ( provided that Consolidated Net Income will be increased by the amount of dividends or other distributions paid in cash to the US Borrower or a Restricted Subsidiary not subject to such restriction or prohibition in respect of such period, to the extent not already included therein);

(d) any net unrealized gains and losses resulting from obligations under Hedge Agreements or other derivative instruments and the application of Statement of Financial Accounting Standards Board Accounting Standards Codification 815 (Derivatives and Hedging);

(e) effects of adjustments (including the effects of such adjustments pushed down to the US Borrower and the Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes;

(f) any net after-tax income (or loss) from discontinued operations or the disposal thereof;

(g) any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities (but excluding any write-off or write-down related to inventory or accounts receivable) or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(h) any net after-tax extraordinary, non-recurring or unusual gains or losses or expenses;

(i) any net gain or loss resulting from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedging agreements for currency exchange risk) and any other foreign currency translation gains or losses;

indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within four fiscal quarters of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such four fiscal quarters);

(k) any cash charges associated with the rollover, acceleration or payout of Capital Stock by, or to, management or other holders of Capital Stock of the US Borrower or any of its parent companies or Restricted Subsidiaries in connection with the Transactions; and

(l) the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP.

“ Consolidated Secured Debt ”: at any date, the aggregate principal amount of all Consolidated Total Debt that is secured by a Lien.

“ Consolidated Total Debt ”: at any date an amount equal to the aggregate outstanding principal amount of all third party Indebtedness of the US Borrower and its Restricted Subsidiaries at such date that would be classified as a liability on the consolidated balance sheet of the US Borrower, in accordance with GAAP, consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit, Capital Lease Obligations and third party debt obligations evidenced by bonds, notes, debentures or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any amounts under any Permitted Receivables Financing, (ii) any letter of credit, except to the extent of obligations in respect of drawn letters of credit unreimbursed for at least three Business Days and (iii) obligations under Hedge Agreements unless such obligations have not been paid when due.

“ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of the US Borrower on such date less (b) Consolidated Current Liabilities of the US Borrower on such date.

“ Contract Consideration ”: as defined in the definition of the term “Excess Cash Flow”.

“ Contractual Obligation ”: with respect to any Person, (i) the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person and (ii) any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Control Investment Affiliate ”: with respect to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Credit Party ”: the Administrative Agent, any Issuing Bank or any other Lender.

“ Credit Suisse ”: Credit Suisse AG.

“ Cure Amount ”: as defined in Section 7.2(a).

“ Cure Contribution ”: as defined in Section 7.2(a).

“ Cure Right ”: as defined in Section 7.2(a).

“ Cure Securities ”: as defined in Section 7.2(a).

“ Default ”: any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the US Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans (unless such Lender indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s and the US Borrower’s receipt of such certification in form and substance reasonably satisfactory to the Administrative Agent, or (d) admits that it is insolvent or has become the subject of a Bankruptcy Event. This definition is subject to the provisions of the last paragraph of Section 2.22.

“ Designated Non-Cash Consideration ”: the fair market value (as determined in good faith by the US Borrower) of non-cash consideration received by the US Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 6.5(j) that is designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“ Discount Range ”: as defined in Section 2.12(f).

“ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (excluding Liens); and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disqualified Capital Stock ”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (i) matures or is mandatorily redeemable (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the then Latest Maturity Date at the time of issuance, except, in the case of clauses (i) and (ii), if as a result of a change of control event or asset sale or other Disposition or casualty event, so long as any rights of the holders thereof to require the redemption thereof upon the occurrence of such a change of control event or asset sale or other Disposition or casualty event are subject to the prior payment in full of the Obligations; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of Holdings, the US Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings, the US Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Disqualified Lender ”: any bank, financial institution or other institutional lender that (i) has been identified in writing to the Arrangers as a Disqualified Lender prior to the date of the Commitment Letter or (ii) has been identified in writing to the Arrangers upon reasonable notice after the date of the Commitment Letter and prior to the Syndication Date (as defined in the Commitment Letter) as a competitor of, or an affiliate of a competitor of, the Business. The Disqualified Lenders shall be identified to the Lenders by the Administrative Agent.

“ Domestic Subsidiary ”: a Restricted Subsidiary that is organized under the laws of the United States of America or any State thereof or the District of Columbia.

“ Dutch Auction ”: an auction of Term Loans conducted (a) pursuant to Section 9.4(e) to allow an Affiliated Lender to acquire Term Loans at a discount to par value and on a non pro rata basis or (b) pursuant to Section 9.4(g) to allow a Purchasing Borrower Party to prepay Term Loans at a discount to par value and on a non pro rata basis, in each case in accordance with the applicable Dutch Auction Procedures.

“ Dutch Auction Procedures ”: Dutch auction procedures as set forth in Section 2.12(f) and otherwise as reasonably agreed upon by the Affiliated Lender or Purchasing Borrower Party and the Administrative Agent.

“ ECF Percentage ”: with respect to any Excess Cash Flow Period, 50%; provided that (i) the ECF Percentage shall be 25% if the Senior Secured Leverage Ratio as of the last day of such Excess Cash Flow Period is less than or equal to 5.50:1.00 and greater than 5.00:1.00 and (ii) the ECF Percentage shall be 0% if the Senior Secured Leverage Ratio as of the last day of such Excess Cash Flow Period is less than or equal to 5.00:1.00.

“ Eligible Assignee ”: (i) any Lender, any Affiliate of a Lender and any Approved Fund, (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course and (iii) subject to the terms of Section 2.12(f), Sections 9.4(e) through (h), Affiliated Lenders and Purchasing Borrower Parties; provided that “Eligible Assignee” shall not include any Lender that is, as of the date of the applicable assignment, a Defaulting Lender.

“ Environmental Laws ”: any and all laws, rules, orders, regulations, statutes, ordinances, enforceable guidelines, codes, decrees, or other legally enforceable requirements of any international authority, foreign government, the United States of America, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability associated with or standards of conduct for the protection of the environment or of human health, or insofar as it relates to environmental exposure, employee health and safety.

“ Environmental Liability ”: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permits ”: any and all permits, licenses, approvals, registrations, and other authorizations of a Governmental Authority required under any Environmental Law.

“ Equity Contribution ”: collectively, the cash contributions to be made on the Closing Date (a) by the Sponsor to Holdings as cash common equity and (b) by Holdings to the US Borrower as cash common equity in exchange for the issuance of the US Borrower to Holdings of all of its Capital Stock (with all such contributions to be in the form of common equity interests).

“ ERISA ”: the Employee Retirement Income Security Act of 1974.

“ Eurocurrency ”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to, for any Loan or Borrowing denominated in US Dollars, the Adjusted LIBO Rate or, for any Loan or Borrowing denominated in Canadian Dollars, the CDOR Rate.

“ Event of Default ”: any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any Excess Cash Flow Period, the excess, if any, of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the US Borrower and its Restricted Subsidiaries for such period,

(ii) the amount of all non-cash charges (including depreciation, amortization and deferred compensation) deducted in arriving at such Consolidated Net Income for such period, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,

(iii) the amount of the net decrease, if any, in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the US Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(iv) the aggregate net amount of non-cash loss on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, and

(v) the amount by which the tax expenses deducted in determining Consolidated Net Income for such period exceed the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period, minus

(b) the sum, without duplication, of:

(i) the amount of all non-cash credits and gains included in arriving at Consolidated Net Income for such period (excluding any such non-cash credits and gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income in any prior period) and the amount of all cash expenses, charges and losses excluded from Consolidated Net Income for such period by virtue of the definition thereof,

(ii) the aggregate amount actually paid by the US Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures to the extent funded with Internally Generated Cash Flow,

(iii) the aggregate amount of all principal payments of Indebtedness (other than payments and amounts constituting “Indebtedness” under clause (g), (h) or (i) of the definition thereof), payments of earn-out obligations, and the principal component of payments in respect of Capital Lease Obligations (but excluding optional prepayments of the Term Loans and Revolving Credit Loans made pursuant to Section 2.12(a) and excluding optional prepayments of Second Lien Term Loans (in each case, included in the Optional Prepayment Amount) and excluding mandatory prepayments of the Term Loans made pursuant to Section 2.14) of the US Borrower and its Restricted Subsidiaries made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), to the extent funded with Internally Generated Cash Flow,

(iv) the amount of the net increase, if any, in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the US Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(v) the aggregate net amount of non-cash gain on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(vi) cash payments made during such period in respect of long-term liabilities (other than amounts constituting “Indebtedness” under clause (g), (h) or (i) of the definition thereof) of the US Borrower and its Restricted Subsidiaries to the extent such payments were not expensed during such period or are not deducted in determining Consolidated Net Income, to the extent funded with Internally Generated Cash Flow,

(vii) the aggregate amount actually paid by the US Borrower and its Restricted Subsidiaries in cash during such period on account of Investments (including acquisitions) permitted by Section 6.7(d), (f), (h), (i), (s), (u) or (y) to the extent funded with Internally Generated Cash Flow,

(viii) the aggregate amount actually paid by the US Borrower in cash during such period on account of Restricted Payments permitted by Section 6.6(b), (c), (g), (h) (but not in respect of transactions permitted by Section 6.7(s)) or (j) to the extent funded with Internally Generated Cash Flow,

(ix) the aggregate amount of mandatory prepayments made pursuant to Section 2.14 with the proceeds of Asset Sales and Recovery Events during such year to the extent such proceeds are included in the calculation of such Consolidated Net Income for such period,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the US Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness, to the extent not deducted in determining Consolidated Net Income,

(xi) the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(xii) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the US Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Investments (including acquisitions) or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the US Borrower following the end of such period (such period, the “ Next Excess Cash Flow Period ”); provided that, to the extent the aggregate amount of Internally Generated Cash Flow actually utilized to finance such Investments or Capital Expenditures during such

Next Excess Cash Flow Period is less than the Contract Consideration, or the amount actually paid during such Next Excess Cash Flow Period is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Next Excess Cash Flow Period; provided , further , that no deduction shall be taken under clause (b)(ii) or (vi) of this definition of Excess Cash Flow for the Next Excess Cash Flow Period with respect to the aggregate amount of Internally Generated Cash Flow actually utilized or paid during such Next Excess Cash Flow Period in respect of Contract Consideration previously deducted pursuant to this clause (b)(xii),

(xiii) the aggregate amount of expenditures actually made by the US Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or any previous period and are financed with Internally Generated Cash Flow and not by utilizing the Available Starter Basket or the Available Builder Basket; provided that, if Consolidated Net Income is reduced in any subsequent period by an expense or charge in respect of such cash expenditure, Excess Cash Flow shall be increased by the amount of such expense or charge in such subsequent period, and

(xiv) the aggregate amount of deferred compensation paid in cash during such period.

“ Excess Cash Flow Application Date ”: as defined in Section 2.14(c).

“ Excess Cash Flow Period ”: each fiscal year of the US Borrower, commencing with the fiscal year ending December 31, 2014.

“ Exchange Act ”: the Securities Exchange Act of 1934.

“ Excluded Assets ”: the collective reference to:

(1) any interest in leased real property (including any leasehold interests in real property) (it being agreed that no Loan Party shall be required to deliver landlord lien waivers, estoppels or collateral access letters);

(2) any fee interest in real property if the fair market value of such fee interest (together with improvements), as determined in good faith by the US Borrower on the later of the Closing Date and the date of acquisition thereof by the relevant Loan Party, is less than $5,000,000;

(3) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof);

(4) (a) any “margin stock” within the meaning of such term under Regulation U as now and from time to time hereafter in effect and (b) commercial tort claims that, in the reasonable determination of the US Borrower, are estimated to not be in excess of $1,000,000;

(5) any asset if the granting of a security interest or pledge under the Loan Documents in such asset would be prohibited by any law, rule or regulation or agreements with

any Governmental Authority or would require the consent, approval, license or authorization of any Governmental Authority unless such consent, approval, license or authorization has been received (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code and other than proceeds thereof, to the extent the assignment of such proceeds is effective under the Uniform Commercial Code notwithstanding any such prohibition or restriction);

(6) Capital Stock in any joint venture or Subsidiary, other than a Restricted Subsidiary that is a Wholly Owned Subsidiary, to the extent that granting a pledge of or a security interest in such Capital Stock under the Loan Documents would not be permitted by the terms of such Subsidiary’s organizational or joint venture documents;

(7) assets to the extent a security interest in such assets under the Loan Documents would result in (x) an investment in “United States property” by a CFC within the meaning of Sections 956 and 957 of the Code (or any similar law or regulation in any applicable jurisdiction) or (y) other materially adverse tax consequences, in each case as reasonably determined in good faith by the US Borrower and with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed);

(8) Capital Stock that is voting Capital Stock in any Subsidiary described in clause (a) or (c) of the definition of Excluded Subsidiary in excess of 65% of the voting Capital Stock in such Subsidiary;

(9) deposit accounts, securities accounts or other similar accounts (i) for the sole purpose of funding payroll obligations, employee benefit or health benefit obligations, tax obligations, escrow arrangements or holdings funds owned by Persons other than the US Borrower and the Guarantors, (ii) that are zero balance accounts, (iii) that are accounts in foreign jurisdictions and (iv) that are accounts other than those described in clauses (i) through (iii) with respect to which the average daily balance of the funds maintained on deposit therein does not exceed $1,000,000;

(10) (i) any lease or other agreement relating to a purchase money obligation, capital lease, or sale/leaseback, or any Property being leased or purchased thereunder, or the proceeds or products thereof and (ii) any license or other agreement not referred to in clause (i) (or any rights or interests thereunder), in each case, to the extent that a grant of a security interest therein under the Loan Documents would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the US Borrower or a Restricted Subsidiary) (except to the extent such restriction is ineffective under the Uniform Commercial Code and other than proceeds and products thereof, to the extent the assignment of such proceeds and products is expressly deemed effective under the Uniform Commercial Code notwithstanding any such restriction);

(11) assets in circumstances where the Administrative Agent and the US Borrower reasonably agree that the cost of obtaining or perfecting a security interest under the Loan Documents in such assets is excessive in relation to the benefit to the Lenders afforded thereby;

(12) any United States intent-to-use trademark applications or intent-to-use service mark applications to the extent and for so long as the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of, a Loan Party’s right, title or interest therein or any trademark or service mark issued as a result of such application under applicable federal law;

(13) any Property of any Excluded Subsidiary; and

(14) Permitted Receivables Financing Assets sold, conveyed or otherwise transferred to a Permitted Receivables Financing Subsidiary or otherwise pledged in connection with any Permitted Receivables Financing;

provided that assets described above shall no longer be “Excluded Assets” upon termination of the applicable prohibition or restriction described above that caused such assets to be treated as “Excluded Assets”.

“ Excluded Contributions ”: the net cash proceeds received by Holdings from (a) capital contributions to its common Capital Stock (other than proceeds from Cure Contributions) or (b) the sale (other than to a Subsidiary) of Capital Stock of Holdings (other than proceeds from the issuance of Disqualified Capital Stock or Cure Securities) which proceeds are in turn contributed to the US Borrower as common Capital Stock and used substantially concurrently to make an Investment.

“ Excluded Subsidiary ”: (a) any Foreign Subsidiary, (b) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC, (c) any Domestic Subsidiary substantially all of whose assets consist of Capital Stock or Indebtedness of one or more CFCs, (d) any Immaterial Subsidiary, (e) any Unrestricted Subsidiary, (f) any Subsidiary to the extent such Subsidiary’s guaranteeing any of the Obligations or otherwise becoming a Loan Party is prohibited or restricted by any Requirement of Law or requires the consent, approval, license or authorization of any Governmental Authority (unless such consent, approval, license or authorization has been received), or is prohibited by any Contractual Obligation existing on (but not arising in contemplation of or in connection with) the Closing Date (or, if later, the date such Subsidiary is acquired or formed so long as such Contractual Obligation did not arise in contemplation of or in connection with such acquisition or formation), (g) any Subsidiary with respect to which a guarantee by it of the Obligations (x) would constitute an investment in “United States property” by a CFC within the meaning of Sections 956 and 957 of the Code (or any similar law or regulation in any applicable jurisdiction) or (y) would result in a material adverse tax consequence to the US Borrower or its Restricted Subsidiaries, as reasonably determined by the US Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (h) any Subsidiary in circumstances where the US Borrower and the Administrative Agent reasonably agree that any of the cost of providing a guarantee of the Facilities is excessive in relation to the value afforded thereby, and (i) any Subsidiary that is not a Wholly Owned Subsidiary; provided that any Subsidiary described above shall be deemed not to be an Excluded Subsidiary if the US Borrower has notified the Administrative Agent in writing that such Subsidiary should not be treated as an Excluded Subsidiary (and solely for purposes of Section 5.9(c) and the Security Documents, such Subsidiary shall be deemed to have been acquired at the time such notice is received by the Administrative Agent).

“ Excluded Taxes ”: any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Loan Agreement Parties hereunder, or required to be withheld or deducted from any payment to any such recipient (a) Taxes imposed on (or measured by) its overall net income (however denominated), franchise Taxes or similar Taxes imposed on it (in each case, in lieu of net income Taxes) and Backup Withholding Taxes imposed on it by (i) the United States of America, (ii) the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender or Issuing Bank, in which its applicable lending office or the office to which its interests, rights and obligations under this Agreement are assigned is located or (iii) any other jurisdictions (or any political subdivision thereof) as a result of a present or former connection between the Administrative Agent, such Lender or Issuing Bank or other recipient and such jurisdiction imposing such Tax other than a connection arising solely from the Administrative Agent, such Lender or Issuing Bank or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the US Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the applicable Borrower under Section 2.21(b)), any federal withholding Tax that is in effect and would apply to amounts payable (including, for the avoidance of doubt, commitment fees and other consent, amendment and similar fees) to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately before the designation of a new lending office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding Tax pursuant to Section 2.19(a), (d) any withholding Tax that is attributable to a Foreign Lender’s failure to comply with Section 2.19(f), (e) any withholding Taxes imposed under, or as a result of the failure of such recipient to satisfy the applicable requirements under, FATCA and (f) all liabilities (including additions to Tax, penalties and interest) with respect to any of the foregoing.

“ Existing Debt ”: all existing Indebtedness for borrowed money of the US Borrower and its Subsidiaries outstanding as of the Closing Date other than (a) indebtedness identified as to be assumed by the US Borrower in the Acquisition Agreement, (b) intercompany Indebtedness among the US Borrower and its Subsidiaries and set forth on Schedule 6.2(d), (c) Indebtedness under the Facilities, (d) Capital Lease Obligations in an amount not to exceed $5,000,000, (e) undrawn Letters of Credit in an amount not to exceed $2,000,000 and (f) the Indebtedness under the Second Lien Credit Agreement.

“ Extended Revolving Credit Commitment ”: as defined in Section 2.25(a)(i).

“ Extending Revolving Credit Lender ”: as defined in Section 2.25(a)(i).

“ Extended Term Loans ”: as defined in Section 2.25(a)(ii).

“ Extending Term Lender ”: as defined in Section 2.25(a)(ii).

“ Extension ”: as defined in Section 2.25(a).

“ Extension Amendment ”: as defined in Section 2.25(c).

“ Extension Offer ”: as defined in Section 2.25(a).

“ Facility ”: each of (a) the First Lien Term Loan Commitments and the First Lien Term Loans made thereunder (the “ First Lien Term Loan Facility ”), (b) the US Tranche Revolving Credit Commitments and the extensions of credit made thereunder (the “ US Revolving Credit Facility ”) and the Canadian Tranche Revolving Credit Commitments and the extensions of credit made thereunder (the “ Canadian Revolving Credit Facility ”, and together with US Revolving Credit Facility, each, a “ Revolving Credit Facility ” and, together with any Replacement Revolving Facility, collectively, the “ Revolving Credit Facilities ”) , (c) any Incremental Facility and the Commitments and extensions of credit thereunder and (d) any Replacement Facility and the Commitments and extensions of credit thereunder.

“ Facility Fee Rate ”: as defined in Section 2.13(a).

“ Failed Auction ”: as defined in Section 2.12(f).

“ FATCA ”: Sections 1471 through 1474 of the Code, as in effect on the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ”: for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Covenant ”: the covenant set forth in Section 6.1.

“ Financial Covenant Event of Default ”: as defined in Section 7.1(c).

“ First Lien Dollar Basket ”: as defined in Section 2.23(a)(x).

“ First Lien Intercreditor Agreement ”: a “pari passu” intercreditor agreement between or among the Administrative Agent and one or more Senior Representatives for holders of Indebtedness secured by any of the Collateral on an equal priority basis with the Obligations substantially in the form of Exhibit F-1 hereto, with modifications thereto reasonably satisfactory to the Administrative Agent.

“ First Lien Leverage Ratio ”: as of any date of determination, the ratio of (a)(i) Consolidated First Lien Debt on such day less (ii) the aggregate amount of cash and Cash Equivalents of the US Borrower and its Restricted Subsidiaries on such day to (b) Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the Relevant Reference Period.

“ First Lien Term Loan ”: as defined in Section 2.1.

“ First Lien Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a First Lien Term Loan to the US Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “First Lien Term Loan Commitment” opposite such Lender’s name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, in each case as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the First Lien Term Loan Commitments is $320,000,000.

“ First Lien Term Loan Facility ”: as defined in the definition of “Facility”.

“ First Lien Term Loan Installment Date ”: as defined in Section 2.3.

“ First Lien Term Loan Lenders ”: each Lender that has a First Lien Term Loan Commitment or is the holder of a First Lien Term Loan.

“ First Lien Term Loan Maturity Date ”: with respect to First Lien Term Loans, August 28, 2020; provided that with respect to Extended Term Loans, the First Lien Term Loan Maturity Date shall be the final maturity date as specified in the applicable Extension Offer.

“ First Lien Term Loan Percentage ”: with respect to any Lender on any First Lien Term Loan Installment Date, the percentage which the aggregate principal amount of such Lender’s First Lien Term Loans then outstanding and subject to repayment pursuant to Section 2.3 on such date constitutes of the aggregate principal amount of the First Lien Term Loans of all First Lien Term Loan Lenders then outstanding and subject to repayment pursuant to Section 2.3 on such date.

“ Foreign Asset Sale ”: shall mean an Asset Sale consummated by a Foreign Subsidiary.

“ Foreign Lender ”: any Lender or Issuing Bank that is organized under the laws of a jurisdiction other than that of (i) the United States of America, in the case of a Loan made to the US Borrower and (ii) Canada, in the case of a Loan made to the Canadian Borrower. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ”: any Restricted Subsidiary of the US Borrower that is not a Domestic Subsidiary.

“ Funded Debt ”: all Indebtedness of the Borrowers and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date and is renewable or extendable, at the option of such Person, to a date that is more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time; provided , however , that if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to any provision hereof in respect of an Accounting Change (as defined in Section 1.4) (including through the adoption of IFRS) (or if the Administrative Agent notifies the US Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), GAAP shall be interpreted in accordance with Section 1.4 until such notice shall have been withdrawn or such provision amended in accordance with Section 1.4.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof and any other agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee and Collateral Agreement ”: the First Lien Guarantee and Collateral Agreement among Holdings, the US Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“ Guarantee Obligation ”: with respect to any Person (the “ guaranteeing person ”), any obligation of the guaranteeing person guaranteeing or having the economic effect of guaranteeing any Indebtedness, lease payments, dividend payments or other economic obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security for such primary obligation, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, in each case, so as to enable the primary obligor to pay such primary obligation, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation (or portion thereof) in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person

may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the US Borrower in good faith.

“ Guarantors ”: the collective reference to Holdings and the Subsidiary Guarantors.

“ Hazardous Materials ”: (i) petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and explosive or radioactive substances or (ii) any chemical, material, waste, substance or pollutant that is prohibited, limited or regulated pursuant to any Environmental Law.

“ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements (which, for the avoidance of doubt, shall include any master agreement that governs the terms of one or more interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements) entered into by the US Borrower or any of its Restricted Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holdings ”: as defined in the preamble hereto.

“ Immaterial Subsidiary ”: on any date of determination, any Restricted Subsidiary with (i) total assets equal to or less than $2,000,000 and (ii) gross revenues equal to or less than 2.5% of total gross revenues of the US Borrower and its Restricted Subsidiaries; provided that any such Restricted Subsidiary that is a Domestic Subsidiary and a Wholly Owned Subsidiary shall not be an Immaterial Subsidiary unless such Restricted Subsidiary, when aggregated with all other Domestic Subsidiaries which are Restricted Subsidiaries and Wholly Owned Subsidiaries that are not Guarantors solely as a result of the application of clause (d) of the definition of “Excluded Subsidiary”, as of the last day of the most recently completed fiscal quarter of the US Borrower, would have (x) total assets equal to or less than $5,000,000 and (y) gross revenues equal to or less than 5.0% of total gross revenues of the US Borrower and its Restricted Subsidiaries, in each case as determined in accordance with GAAP, and with respect to revenue, for the immediately preceding four fiscal quarter period for which financial statements are available.

“ Incremental Equivalent Debt ”: Indebtedness consisting of unsecured senior, senior subordinated or junior subordinated notes, or senior secured notes secured by the Collateral on an equal or junior priority basis with or to the Obligations, in each case issued in a public offering, Rule 144A or other private placement, or, in lieu of the foregoing, any senior unsecured term loans or senior secured term loans secured by the Collateral on a junior priority basis to the Obligations, in each case subject to the terms set forth in Section 2.23(d).

“ Incremental Facility ”: as defined in Section 2.23(a).

“ Incremental Facility Amendment ”: as defined in Section 2.23(c).

“ Incremental Facility Closing Date ”: as defined in Section 2.23(c)(ii).

“ Incremental Revolving Commitments ”: as defined in Section 2.23(a).

“ Incremental Revolving Lender ”: as defined in Section 2.23(c).

“ Incremental Term Loans ”: as defined in Section 2.23(a).

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation unless such obligation is not paid promptly after becoming due and payable and (iii) accruals for payroll or other employee compensation and other liabilities accrued in the ordinary course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), but limited to the lesser of the fair market value of such Property and the principal amount of such Indebtedness if recourse is solely to such Property, (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under bankers’ acceptances, letters of credit, surety bonds and similar instruments (except unsecured and unmatured reimbursement obligations in respect thereof obtained in the ordinary course of business to secure the performance of obligations that are not Indebtedness pursuant to another clause of this definition), (g) the liquidation value of all Disqualified Capital Stock of such Person, to the extent mandatorily redeemable in cash prior to the date that is the 91 ^st day after the relevant Latest Maturity Date (as determined on the date of issuance thereof) (other than in connection with change of control events and asset sales and other Disposition and casualty events to the extent that the terms of such Capital Stock provide that such Person may not redeem any such Capital Stock in connection with such change of control event or asset sale or other Disposition or casualty event unless such redemption is subject to the prior payment in full of the Obligations), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above of another Person secured by any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations (but limited to the lesser of the fair market value of such Property and the principal amount of such obligations) and (j) solely for the purposes of Section 6.2 and Section 7, the net obligations of such Person in respect of Hedge Agreements.

“ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Agreement Party under any Loan Document and (b) to the extent not otherwise defined in (a), Other Taxes.

“ Indemnitee ”: as defined in Section 9.3(b).

“ Information ”: as defined in Section 9.12(a).

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, state, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service marks, technology, know-how and processes, recipes, formulas, trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Intercreditor Agreement ”: the Intercreditor Agreement dated as of the date hereof and substantially in the form of Exhibit F-2 hereto, between the Administrative Agent and the Second Lien Administrative Agent, initially entered into in connection with the Second Lien Credit Agreement.

“ Interest Election Request ”: a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.9.

“ Interest Payment Date ”: (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December commencing with the last Business Day of September 2013, and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ”: with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if made available by all participating Lenders, 12 months) thereafter, as the applicable Borrower may elect, provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period; provided further that the initial Interest Period with respect to any Eurocurrency Borrowing on the Closing Date may be for such other period specified in the applicable Borrowing Request that is acceptable to the Administrative Agent. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Internally Generated Cash Flow ”: cash and Cash Equivalents on the balance sheet not constituting (i) proceeds of Indebtedness (excluding borrowings under the Revolving Credit Facilities or any other revolving credit facilities or revolving lines of credit (other than, in each case, for purposes of clauses (b)(iii) and (b)(vi) of the definition of “Excess Cash Flow”)) of Holdings, the US Borrower and the Restricted Subsidiaries, (ii) proceeds of issuances of Capital Stock by Holdings, the US Borrower and the Restricted Subsidiaries or (iii) the proceeds of any Reinvestment Deferred Amount.

“ Investments ”: as defined in Section 6.7.

“ IPO ”: the first underwritten public offering (other than a public offering pursuant to a registration statement on Form S-8) by a Permitted Holding Company of its Capital Stock after the Closing Date pursuant to a registration statement that has been declared effective by the SEC.

“ IRS ”: as defined in Section 2.19(e).

“ Issuing Bank ”: Credit Suisse and Royal Bank of Canada, each, in its capacity as issuer of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.7(i) and any other Lender reasonably acceptable to the Administrative Agent and the US Borrower, which has agreed to act as Issuing Bank hereunder. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Junior Debt ”: any Indebtedness of the US Borrower or a Restricted Subsidiary (other than Indebtedness under revolving credit facilities or other revolving lines of credit) that constitutes (i) Indebtedness subordinated in right of payment to the Obligations, (ii) unsecured Indebtedness incurred pursuant to Section 6.2(f), (iii) unsecured or junior secured Incremental Equivalent Debt or (iv) Indebtedness under the Second Lien Credit Agreement or Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement).

“ Latest Maturity Date ”: at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time.

“ LC Disbursement ”: a payment made by any Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ”: at any time, (a) with respect to US Tranche Letters of Credit, the sum of (i) the aggregate undrawn amount of all outstanding US Tranche Letters of Credit at such time plus (ii) the aggregate amount of all LC Disbursements in respect of US Tranche Letters of Credit that have not yet been reimbursed by or on behalf of the US Borrower at such time and (b) with respect to Canadian Tranche Letters of Credit, the sum of (i) the aggregate undrawn amount of all outstanding Canadian Tranche Letters of Credit at such time plus (ii) the aggregate amount of all LC Disbursements in respect of Canadian Tranche Letters of Credit that have not yet been reimbursed by or on behalf of the applicable Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time, in each case with respect to the applicable Revolving Credit Facility.

“ Lender Parties ”: as defined in Section 9.15.

“ Lenders ”: the Persons listed on Schedule 2.1 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ Letter of Credit ”: any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ”: with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates (or by reference to any successor or substitute entity or other quotation service providing comparable quotations to such British Bankers’ Association Interest Settlement Rates) for deposits in US Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or any successor or substitute agency) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in US Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“ Lien ”: any mortgage, pledge, hypothecation, security assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and of itself constitute a Lien.

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, any Notes, the Intercreditor Agreement, any First Lien Intercreditor Agreement and any Permitted Amendment.

“ Loan Agreement Parties ”: the collective reference to the Borrowers and the Guarantors.

“ Loan Parties ”: the collective reference to the US Borrower and the Guarantors.

“ LSUSA ”: Lone Star U.S. Acquisitions, LLC.

“ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total US Tranche Revolving Credit Exposure or Total Canadian Tranche Revolving Credit Exposure, as the case may be, outstanding under such Facility (or, in the case of a Revolving Credit Facility, prior to

any termination of the Revolving Credit Commitments of such Facility, the holders of more than 50% of the total US Tranche Revolving Credit Commitments or the total Canadian Tranche Revolving Credit Commitments, as the case may be, under such Facility); provided that the Revolving Credit Exposure and Revolving Credit Commitment of any Defaulting Lender shall be disregarded in making any determination under this definition.

“ Management Agreement ”: the Asset Advisory Agreement dated as of August 30, 2013, among US Borrower, Lone Star Fund VIII (U.S.), L.P., and Hudson Americas LLC.

“ Margin Stepdown Condition ”: on any date following the consummation of an IPO, the US Borrower having achieved one of the following: (i) a public corporate family rating of at least B1 by Moody’s and a public corporate credit rating of at least B+ by S&P, in each case with a stable or better outlook or (ii) a Total Leverage Ratio equal to or less than 4.00:1.00 as of the last day of the Relevant Reference Period (for the avoidance of doubt, determined on a Pro Forma Basis, including for any repayment or prepayment of Indebtedness in connection with such IPO).

“ Master Brand Agreement ”: (i) the Master Brand Agreement, dated as of November 4, 2011 between Lafarge, a French public limited company, and Lafarge North America Inc. and (ii) the Master Brand Agreement, dated as of November 4, 2011, between Lafarge, a French public limited company, and Lafarge Canada Inc.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, financial condition, assets or results of operations, in each case, of the US Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrowers and the Guarantors, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Agents and the Lenders, taken as a whole, under any Loan Document.

“ Material Debt ”: Indebtedness (other than Indebtedness constituting Obligations), or obligations in respect of one or more Hedge Agreements (other than to the extent constituting Obligations), of any one or more of Holdings, the US Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Debt, the “obligations” of Holdings, the US Borrower or any Restricted Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the US Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

“ Maturity Date ”: (a) with respect to the Revolving Credit Facilities, the applicable Revolving Credit Maturity Date; and (b) with respect to the Term Loan Facility, the First Lien Term Loan Maturity Date; provided that the reference to Maturity Date with respect to any other Term Loans shall be the final maturity date as specified in the applicable Incremental Facility Amendment or Replacement Facility Amendment, and with respect to any Extended Term Loans in respect thereof, shall be the final maturity date as specified in the applicable Extension Offer.

“ Maximum Rate ”: as defined in Section 9.16.

“ MNPI ”: any material Nonpublic Information regarding Holdings and its Subsidiaries or the Loans or securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). For purposes of this definition “material Nonpublic Information” shall mean Nonpublic Information with respect to the business of Holdings, the US Borrower or any of their Subsidiaries that would reasonably be expected to be material to a decision by any Lender to participate in any Dutch Auction or assign or acquire any Term Loans or to enter into any of the transactions contemplated thereby or would otherwise be material for purposes of United States Federal and state securities laws.

“ Moody’s ”: Moody’s Investor Services, Inc.

“ Mortgaged Properties ”: the real properties listed on Schedule 1.1 (if any), as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien on the Closing Date (or thereafter in accordance with Section 5.15) pursuant to the Mortgages and such other real properties as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien after the Closing Date pursuant to Section 5.9(b).

“ Mortgages ”: each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, to be in form and substance reasonably satisfactory to the Administrative Agent and the US Borrower.

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof received by Holdings, the US Borrower or its Restricted Subsidiaries in the form of cash or Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of the sum of (i) out-of-pocket attorneys’ fees, accountants’ fees and investment banking and advisory fees incurred by Holdings, the US Borrower or the Restricted Subsidiaries in connection with such Asset Sale or Recovery Event, (ii) principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or a Lien which is expressly pari passu with or subordinate to the Liens under the Loan Documents) or, in the case of any Asset Sale or Recovery Event relating to assets of a Foreign Subsidiary that is not a Subsidiary Guarantor, principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness of such Foreign Subsidiary as a result of such Asset Sale or Recovery Event, (iii) other reasonable out-of-pocket fees and expenses actually incurred in connection therewith, (iv) taxes (and the amount of any distributions made pursuant to Section 6.6 to permit Holdings or any direct or indirect parent company of Holdings to pay taxes) (including sales, transfer, deed or mortgage recording taxes) paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements),

(v) in the case of any Asset Sale or Recovery Event by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the pro-rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the US Borrower or a Restricted Subsidiary that is a Wholly Owned Subsidiary as a result thereof and (vi) any reserve established in accordance with GAAP; provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve and (b) in connection with any issuance or incurrence of any Indebtedness, the cash proceeds received by Holdings, the US Borrower and its Restricted Subsidiaries from such issuance or incurrence, net of reasonable out-of-pocket attorneys’ fees, investment banking and advisory fees, accountants’ fees, underwriting discounts and commissions and other customary out-of-pocket fees, costs and expenses actually incurred in connection therewith (including, in the case of a Replacement Facility or Permitted Term Loan Refinancing Indebtedness, any swap breakage costs and other termination costs related to Hedge Agreements and any other fees and expenses actually incurred in connection therewith), in each case as determined reasonably and in good faith by a Responsible Officer of the US Borrower.

“ No MNPI Representation ”: by a Person, a representation that such Person is not in possession of any MNPI.

“ Non-Consenting Lender ”: as defined Section 2.21(c).

“ Nonpublic Information ”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Note ”: any promissory note evidencing any Loan substantially in the form of Exhibits G-1 and G-2, as applicable.

“ Notice of Intent to Cure ”: as defined in Section 7.2(c).

“ Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of Holdings, the US Borrower and the Restricted Subsidiaries to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any Specified Hedge Agreement, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs or expenses (including all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by the Borrowers pursuant hereto), and any Cash Management Obligations; provided , that (i) obligations of the US Borrower or any Restricted Subsidiary under any Specified Hedge Agreement or any Cash Management Obligations shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or

Guarantors effected in the manner permitted by this Agreement or any Security Document shall not require the consent of holders of obligations under Specified Hedge Agreements or holders of any Cash Management Obligations.

“ OFAC ”: as defined in Section 3.19(b).

“ Optional Prepayment Amount ”: for any Excess Cash Flow Period, the aggregate amount of (x) all prepayments of Revolving Credit Loans during such Excess Cash Flow Period to the extent accompanying permanent optional reductions of the Revolving Credit Commitments, (y) all optional prepayments (including any premiums and penalties associated therewith) of the Term Loans during such Excess Cash Flow Period and (z) all optional prepayments (including any premiums and penalties associated therewith) of the Second Lien Term Loans permitted to be made hereunder and made during such Excess Cash Flow Period, in each case except to the extent that such prepayments are funded with the proceeds of incurrences of Indebtedness; provided that, with respect to any prepayment of Term Loans or Second Lien Term Loans by any Purchasing Borrower Party pursuant to Section 9.4, the Optional Prepayment Amount shall include only the aggregate amount of cash actually paid by such Purchasing Borrower Party in respect of the principal amount of the Term Loans or Second Lien Term Loans, as the case may be, so prepaid.

“ Other Applicable Indebtedness ”: as defined in Section 2.14(b).

“ Other Connection Taxes ”: with respect to the Administrative Agent, any Lender or any Issuing Bank, Taxes imposed as a result of a present or former connection between the Administrative Agent, such Lender or Issuing Bank and the jurisdiction imposing such Tax (other than a connection arising solely from the Administrative Agent, such Lender or Issuing Bank having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ”: any and all present or future recording, stamp or documentary or any other excise or property Taxes, charges or similar levies imposed by any Governmental Authority arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21(b)).

“ Other Term Loans ”: as defined in Section 2.23(a).

“ Participant ”: as defined in Section 9.4(c).

“ Participant Register ”: as defined in Section 9.4(c).

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor entity performing similar functions.

“ Perfection Certificate ”: a certificate in the form of Exhibit D or any other form approved by the Administrative Agent.

“ Permitted Acquisition ”: as defined in Section 6.7(f).

“ Permitted Amendment ”: any Extension Amendment, Incremental Facility Amendment or Replacement Facility Amendment.

“ Permitted Credit Agreement Refinancing Indebtedness ”: in the case of any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Loans or Revolving Credit Commitments (including any successive Permitted Credit Agreement Refinancing Indebtedness) (“ Refinanced Debt ”), such exchanging, extending, renewing, replacing or refinancing Indebtedness that (i) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt except by an amount equal to unpaid accrued or capitalized interest thereon, any make-whole payments or premium (including tender premium) applicable thereto or paid in connection therewith, plus upfront fees and original issue discount on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof or similar prepayment (other than customary offers to purchase upon an asset sale or change of control or, in the case of Permitted Junior Secured Refinancing Debt in the form of one or more series of second lien (or more junior lien) secured loans, customary prepayment provisions not more expansive than those set forth in the Second Lien Credit Agreement), the maturity date of such Indebtedness is not prior to the maturity date of the applicable Refinanced Debt and, in the case of a refinancing of Term Loans, the Weighted Average Life to Maturity of such Indebtedness is not less than the Weighted Average Life to Maturity of the applicable Refinanced Debt, (iii) has terms and conditions (other than (x) as provided in the foregoing clause (ii), (y) interest rate, fees, funding discounts and other pricing terms, redemption, prepayment or other premiums, optional prepayment terms and redemption terms (subject to the foregoing clause (ii)) and subordination terms and (z) covenants or other provisions applicable only to periods after the then Latest Maturity Date at the time of incurrence of such Indebtedness) that are, when taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than those set forth in the Loan Documents are to the Lenders holding such Refinanced Debt; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the US Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be prima facie evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the US Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees), (iv) is guaranteed only by such Person that is also a Guarantor and (v) the proceeds of which are used to repay (in the case of Refinanced Debt consisting of Loans),

defease or satisfy and discharge such Refinanced Debt and pay all accrued interest, fees and premiums (if any) in connection therewith; provided that, in the case of Refinanced Debt consisting of Revolving Credit Loans, the Revolving Credit Commitments shall be permanently reduced on a dollar-for-dollar basis, in each case on the date such Permitted Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Permitted Holding Company ”: any direct or indirect parent of the US Borrower (including Holdings) that does not hold Capital Stock of any Person other than the US Borrower or another Permitted Holding Company.

“ Permitted Investors ”: the collective reference to (i) the Sponsor and its Control Investment Affiliates and (ii) any members of management of the Business that own Capital Stock in Holdings on the Closing Date; provided that if the amount of Capital Stock owned by such members of management constitutes in the aggregate a greater percentage of the aggregate ordinary voting power of Holdings than the Capital Stock of Holdings owned by the Sponsor and its Control Investment Affiliates, then such members of management shall not be Permitted Investors.

“ Permitted Junior Secured Refinancing Debt ”: Indebtedness incurred by the US Borrower in the form of one or more series of second lien (or more junior lien) secured notes or second lien (or more junior lien) secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second-priority (or more junior priority) basis to the Obligations and is not secured by any property or assets of the US Borrower or any Subsidiary other than property or assets constituting Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents (as determined by the US Borrower in good faith) and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness, shall have become party to the Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Liens ”: the collective reference to (i) in the case of Collateral other than Pledged Capital Stock, Liens permitted by Section 6.3 and (ii) in the case of Collateral consisting of Pledged Capital Stock, non-consensual Liens permitted by Section 6.3 and Liens permitted by Sections 6.3(h), 6.3(l) and 6.3(t).

“ Permitted Management Fees ”: management, monitoring, consulting, transaction, oversight, advisory or similar fees payable or reimbursable pursuant to the Management Agreement.

“ Permitted Pari Passu Secured Refinancing Debt ”: Indebtedness incurred by the US Borrower in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the US Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents (as determined by the US Borrower in good faith) and (iv) a Senior Representative acting on behalf

of the holders of such Indebtedness shall become subject to the provisions of a First Lien Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Receivables Financing ” means any Receivables Financing of a Permitted Receivables Financing Subsidiary that meets the following conditions: (a) such Receivables Financing (including financing terms, covenants, termination events and other provisions) shall be in the aggregate economically fair and reasonable to the US Borrower and its Restricted Subsidiaries (other than any Permitted Receivables Financing Subsidiary), on the one hand, and the Permitted Receivables Financing Subsidiary, on the other, (b) all sales and/or transfers of Permitted Receivables Financing Assets to the Permitted Receivables Financing Subsidiary shall be made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms for similar transactions and may include Standard Securitization Undertakings; provided that a Responsible Officer of the US Borrower shall have provided a certificate to such effect to the Administrative Agent at least five Business Days prior to the incurrence of such Receivables Financing, together with a reasonably detailed description of the material terms and conditions of such Permitted Receivables Financing or drafts of the documentation relating thereto, stating that the US Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in the foregoing clauses (a), (b) and (c), which certificate shall be prima facie evidence that such terms and conditions satisfy such requirements unless the Administrative Agent provides notice to the US Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects).

“ Permitted Receivables Financing Assets ” means the accounts receivable subject to a Permitted Receivables Financing, and related assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivables (including the Capital Stock of any Permitted Receivables Financing Subsidiary), and the proceeds thereof.

“ Permitted Receivables Financing Fees ” means reasonable and customary distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Permitted Receivables Financing Subsidiary in connection with, any Permitted Receivables Financing.

“ Permitted Receivables Financing Subsidiary ” means a wholly owned Subsidiary of US Borrower (or another Person formed for the purposes of engaging in a Permitted Receivables Financing in which the US Borrower or any of its Restricted Subsidiaries makes an Investment and to which the US Borrower or any of its Restricted Subsidiaries transfers Permitted Receivables Financing Assets) that engages in no activities other than in connection with the financing of Permitted Receivables Financing Assets of the US Borrower and the Restricted Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of Holdings (as provided below) as a Permitted Receivables Financing Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings, the US Borrower or any of the

Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings, the US Borrower or any of the Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Holdings, the US Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of Holdings, the US Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any material contract, agreement, arrangement or understanding other than (i) with Standard Securitization Undertakings or (ii) on terms no less favorable to Holdings, the US Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings and (c) to which none of Holdings, the US Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of Holdings shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of Holdings giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

“ Permitted Refinancing ”: with respect to any Indebtedness of any Person, any refinancing, refunding, renewal, replacement, defeasance, discharge or extension of such Indebtedness (each, a “ refinancing ”, with “ refinanced ” having a correlative meaning); provided that (a) the aggregate principal amount (or accreted value, if applicable) does not exceed the then outstanding aggregate principal amount (or accreted value, if applicable) of the Indebtedness so refinanced, except by an amount equal to all unpaid accrued or capitalized interest thereon, any make-whole payments or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such refinancing Indebtedness, plus other customary fees and expenses in connection with such refinancing, (b) other than in the case of a refinancing of purchase money Indebtedness and Capital Lease Obligations, such refinancing has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced, (c) the borrower/issuer under such refinancing is the same Person that is the borrower/issuer under the Indebtedness being so refinanced and the other Persons that are (or are required to be) obligors under such refinancing are not more expansive than the Persons that are (or are required to be) obligors under the Indebtedness being so refinanced, except that any Guarantor may be an obligor thereof if otherwise permitted by this Agreement, (d) in the event such Indebtedness being so refinanced is (i) contractually subordinated in right of payment to the Obligations, such refinancing shall contain subordination provisions that are the same as those in effect prior to such refinancing or are no less favorable, taken as a whole, to the Secured Parties than those contained in the Indebtedness being so refinanced or are otherwise reasonably acceptable to the Administrative Agent or (ii) secured by a junior permitted lien on the Collateral (or portion thereof) and/or subject to intercreditor arrangements for the benefit of the Lenders, in the case of this clause (ii) such refinancing shall

be unsecured or secured by a junior permitted lien on the Collateral (or portion thereof), and subject to intercreditor arrangements on the same terms as those in effect prior to such refinancing or on terms no less favorable, taken as a whole, to the Secured Parties than those in respect of the Indebtedness being so refinanced or on such other terms reasonably acceptable to the Administrative Agent, (e) such refinancing does not provide for the granting or obtaining of collateral security from, or obtaining any lien on any assets of, any Person, other than collateral security obtained from Persons that provided (or were required to provide) collateral security with respect to Indebtedness being so refinanced (so long as the assets subject to such liens were or would have been required to secure the Indebtedness so refinanced) ( provided that additional Persons that would have been required to provide collateral security with respect to the Indebtedness being so refinanced may provide collateral security with respect to such refinancing and any Guarantor may provide collateral security otherwise permitted by this Agreement that is junior to the Liens under the Security Documents on terms no less favorable to the Lenders than those set forth in the Intercreditor Agreement) and (f) in the event such Indebtedness being so refinanced is Junior Debt or is incurred under Section 6.2(d) or (g), the terms of such refinancing, as compared to the Indebtedness being so refinanced, are no less favorable, in the aggregate, to Holdings, the US Borrower, its Restricted Subsidiaries and the Secured Parties as compared to the Indebtedness being so refinanced (other than (x) with respect to interest rates, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment and optional redemption provisions and (y) terms applicable only after the then Latest Maturity Date (as determined on the date of incurrence of such Indebtedness)); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the US Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (f) shall be prima facie evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the US Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Permitted Term Loan Refinancing Indebtedness ”: (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt and (c) Permitted Unsecured Refinancing Debt and, in each case, any Permitted Refinancing thereof.

“ Permitted Unsecured Refinancing Debt ”: Indebtedness incurred by the US Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of the US Borrower or any Restricted Subsidiary and (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”: any employee benefit plan that is subject to ERISA and in respect of which the US Borrower or a Commonly Controlled Entity is or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be an “employer” as defined in Section 3(5) of ERISA.

“ Platform ”: as defined in Section 9.1.

“ Pledged Capital Stock ”: as defined in the Guarantee and Collateral Agreement.

“ Primary Related Parties ”: as defined in Section 9.3(b).

“ Prime Rate ”: the rate of interest per annum determined from time to time by Credit Suisse as its prime rate in effect at its principal office in New York City and notified to the US Borrower. The prime rate is a rate set by Credit Suisse based upon various factors, including Credit Suisse’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate.

“ Private Lender Information ”: as defined in Section 9.1.

“ Pro Forma Balance Sheet ”: as defined in Section 3.1(a)(i).

“ Pro Forma Basis ”: with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Pro Forma Transactions) in accordance with Section 1.5.

“ Pro Forma Compliance ”: with respect to the Financial Covenant, compliance on a Pro Forma Basis with such covenant in accordance with Section 1.5.

“ Pro Forma Financial Statements ”: as defined in Section 3.1(a)(ii).

“ Pro Forma Transaction ”: (a) the Transactions, (b) any IPO and (c) any incurrence or repayment of Indebtedness (other than for working capital purposes or in the ordinary course of business), the making of any Restricted Payment pursuant to Section 6.6(d), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the US Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise and any cost saving or business rationalization initiative or other initiative.

“ Projections ”: as defined in Section 5.2(c).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“ Public Lender ”: as defined in Section 9.1.

“ Public Lender Information ”: as defined in Section 9.1.

“ Purchasing Borrower Party ”: Holdings or any Subsidiary of Holdings that becomes an Eligible Assignee pursuant to Section 9.4.

“ Qualified Capital Stock ”: Capital Stock that is not Disqualified Capital Stock.

“ Qualified Counterparty ”: with respect to any Specified Hedge Agreement or Cash Management Obligations, any counterparty thereto that, at the time such Specified Hedge Agreement or Cash Management Obligations were entered into or, in the case of a Specified Hedge Agreement or Cash Management Obligations, as the case may be, existing on the Closing Date, on the Closing Date, was the Administrative Agent, a Lender or an Affiliate of any of the foregoing, regardless of whether any such Person shall thereafter cease to be the Administrative Agent, a Lender or an Affiliate of any of the foregoing.

“ Qualifying Bid ”: as defined in Section 2.12(f).

“ Qualifying Lender ”: as defined in Section 2.12(f).

“ Ratio-Based Incremental Facility ”: as defined in Section 2.23(a)(y).

“ Receivables Financing ” means any transaction or series of transactions that may be entered into by Holdings, the US Borrower or any Restricted Subsidiary pursuant to which Holdings, the US Borrower or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by Holdings, the US Borrower or any Restricted Subsidiary) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of Holdings, the US Borrower or any Restricted Subsidiary.

“ Recovery Event ”: any settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings, the US Borrower or any of its Restricted Subsidiaries.

“ Refinancing ”: on the Closing Date, after giving effect to the Transactions, the repayment or termination of all Existing Debt and the release and discharge of all security interests and guarantees in respect thereof.

“ Refinancing Indebtedness ”: with respect to any Indebtedness, any other Indebtedness incurred in connection with a Permitted Refinancing of such Indebtedness.

“ Register ”: as defined in Section 9.4(b)(iv).

“ Registered Equivalent Notes ”: with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Regulation FD ”: Regulation FD as promulgated by the SEC under the Exchange Act, as in effect from time to time.

“ Regulation H ”: Regulation H of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”: the obligation of the applicable Borrower to reimburse each Issuing Bank pursuant to Section 2.7(e) for amounts drawn under Letters of Credit issued by such Issuing Bank.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by the US Borrower or any of its Restricted Subsidiaries in connection therewith that are not applied to prepay the Term Loans as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the US Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that Holdings, the US Borrower or a Restricted Subsidiary intends and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale or Recovery Event to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of Holdings, the US Borrower or a Restricted Subsidiary.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the US Borrower’s or a Restricted Subsidiary’s business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date that is one year after the date of such Reinvestment Event (or, if the US Borrower or a Restricted Subsidiary shall have entered into a legally binding commitment prior to the date that is one year after such Reinvestment Event to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the US Borrower’s or the applicable Restricted Subsidiary’s business with the applicable Reinvestment Deferred Amount, the later of (x) the date that is one year after the date of such Reinvestment Event and (y) the date that is 180 days after the date on which such commitment became legally binding) and (b) the date on which the US Borrower shall have determined not to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the US Borrower’s or the applicable Restricted Subsidiary’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Related Parties ”: with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, partners, members, trustees, managers, controlling persons, agents, advisors and other representatives of such Person and such Person’s Affiliates and the respective successors and permitted assigns of each of the foregoing.

“ Relevant Reference Period ”: the Test Period then most recently ended for which internal financial statements delivered pursuant to Section 5.1(a) or 5.1(b) are available immediately preceding the date on which the action for which such calculation is being made shall occur (or, prior to the first delivery of the internal financial statements pursuant to Section 5.1(a) or 5.1(b), the Test Period ended June 30, 2013).

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Repayment ”: as defined in Section 1.5(d).

“ Replacement Facility ”: as defined in Section 2.24(a).

“ Replacement Facility Amendment ”: as defined in Section 2.24(c).

“ Replacement Facility Closing Date ”: as defined in Section 2.24(c).

“ Replacement Revolving Credit Commitments ”: as defined in Section 2.24(d).

“ Replacement Revolving Facility ”: as defined in Section 2.24(a).

“ Replacement Term Loans ”: as defined in Section 2.24(a).

“ Reply Amount ”: as defined in Section 2.12(f).

“ Reply Discount Price ”: as defined in Section 2.12(f).

“ Reportable Event ”: any of the “reportable events” set forth in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan, other than those events as to which notice is waived pursuant to DOL Reg. § 4043 as in effect on the date hereof (no matter how such notice requirement may be changed in the future).

“ Repricing Event ”: (a) any prepayment, repayment, refinancing, substitution or replacement of all or a portion of the First Lien Term Loans with the proceeds of, or any conversion of First Lien Term Loans into, any new or replacement debt financing (including new Term Loans under this Agreement) bearing interest with an “effective yield” (as reasonably determined by the Administrative Agent in consultation with the US Borrower and taking into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the Weighted Average Life to Maturity of such term loans and (B) four years), but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared ratably with all lenders or holders of such debt financing in their capacities as lenders or holders of such debt financing) less than the “effective yield” applicable to the First Lien Term Loans (determined on the same basis as provided in the preceding parenthetical) and (b) any amendment (including pursuant to a replacement term loan as contemplated by Section 9.2) to the First Lien Term Loans or any tranche thereof that reduces the “effective yield” applicable to such First Lien Term Loans (as determined on the same basis as provided in clause (a)).

“ Required Lender Consent Items ”: as defined in Section 9.4(f).

“ Required Lenders ”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure; provided that the Revolving Credit Exposure and Revolving Credit Commitment of any Defaulting Lender shall be disregarded in making any determination under this definition.

“ Required Revolving Lenders ”: at any time, the holders of more than 50% of the sum of the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure; provided that the Revolving Credit Exposure and Revolving Credit Commitment of any Defaulting Lender shall be disregarded in making any determination under this definition.

“ Requirement of Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Requirement of Tax Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority relating to Taxes, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject, including FATCA.

“ Responsible Officer ”: as to any Person, the chief executive officer, president, chief financial officer, chief accounting officer, comptroller, treasury manager, treasurer or assistant treasurer of such Person, but in any event, with respect to financial matters, the chief financial officer, chief accounting officer, comptroller, treasurer or assistant treasurer of such Person. Unless otherwise qualified, all references to a “Responsible Officer” shall refer to a Responsible Officer of the US Borrower.

“ Restricted Asset Sale Payment Amount ”: at any time a prepayment shall be made pursuant to Section 2.14(b) in respect of a Foreign Asset Sale, an amount equal to (a) the aggregate amount of Restricted Asset Sale Proceeds minus (b) the amount of additional taxes, if any, reasonably estimated by the US Borrower to be actually payable if such amount of Restricted Asset Sale Proceeds were to be repatriated from the applicable Foreign Subsidiary to the US Borrower. For purposes of this definition, if a certificate of a Responsible Officer setting forth a calculation in reasonable detail of the amount of Restricted Asset Sale Proceeds in respect of any Foreign Asset Sale is delivered to the Administrative Agent, such certificate shall be prima facie evidence of such amount unless the Administrative Agent notifies the US Borrower within five Business Days after such certificate is delivered to it that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Restricted Asset Sale Proceeds ”: in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the US Borrower (a) would result in material adverse Tax consequences to the US Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

“ Restricted ECF ”: with respect to any Excess Cash Flow Period, an amount equal to the unrepatriated Excess Cash Flow attributable to any Foreign Subsidiary if and solely to the extent that the repatriation of such attributable Excess Cash Flow to the US Borrower (a) would result in material adverse Tax consequences to the US Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation. For purposes of this definition, if a certificate of a Responsible Officer setting forth a calculation in reasonable detail of the amount of Restricted ECF in respect of any Foreign Subsidiary is delivered to the Administrative Agent, such certificate shall be prima facie evidence of such amount unless the Administrative Agent notifies the US Borrower within five Business Days after such certificate is delivered to it that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Restricted ECF Payment Amount ”: with respect to any fiscal year, an amount equal to the product of (a) (i) the aggregate amount of Restricted ECF for such period minus (b) the amount of additional taxes, if any, reasonably estimated by the US Borrower to be actually payable in respect of such period if such amount of Restricted ECF had been repatriated from the applicable Foreign Subsidiaries to the US Borrower, multiplied by (b) the applicable ECF Percentage.

“ Restricted Payments ”: as defined in Section 6.6.

“ Restricted Subsidiary ”: any Subsidiary other than an Unrestricted Subsidiary. For the avoidance of doubt, the Canadian Borrower is as of the date hereof and shall remain for all purposes of this Agreement a Restricted Subsidiary.

“ Return Bid ”: as defined in Section 2.12(f).

“ Returns ”: with respect to any Investment, any dividends, interest, distributions, return of capital and other amounts received or realized in respect of such Investment.

“ Revaluation Date ”: (a) the date of delivery of each Borrowing Request for a Canadian Tranche Revolving Credit Borrowing, (b) the date of issuance, extension, renewal, increase or decrease of any Canadian Tranche Letter of Credit, (c) the date of conversion or continuation of any Canadian Tranche Revolving Credit Borrowing, in each case of clause (a), (b) and (c), denominated in a Canadian Dollars or (d) such additional dates as the Administrative Agent may from time to time reasonably specify in a writing delivered to the US Borrower and the Canadian Borrower (it being understood that the failure to deliver such notice shall not preclude the applicable date from constituting a Revaluation Date hereunder).

“ Revolving Credit Borrowing ”: a Borrowing comprised of Revolving Credit Loans.

“ Revolving Credit Commitments ”: the US Tranche Revolving Credit Commitments and the Canadian Tranche Revolving Credit Commitments.

“ Revolving Credit Exposure ”: with respect to any Lender at any time, the sum of such Lender’s US Tranche Revolving Credit Exposure and Canadian Tranche Revolving Credit Exposure and its LC Exposure at such time.

“ Revolving Credit Facility ”: as defined in the definition of “Facility” in this Section 1.1 and including, as appropriate, any Extensions thereof and any Replacement Revolving Facility.

“ Revolving Credit Lender ”: each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

“ Revolving Credit Loan ”: a US Tranche Revolving Credit Loan or a Canadian Tranche Revolving Credit Loan.

“ Revolving Credit Maturity Date ”: with respect to (a) Revolving Credit Commitments (including, for the avoidance of doubt, any Incremental Revolving Commitments) that have not been extended pursuant to Section 2.25, August 30, 2018, (b) with respect to Extended Revolving Credit Commitments, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Credit Lender or Revolving Credit Lenders and (c) with respect to any commitments under a Replacement Revolving Facility, the final maturity date therefor specified in the applicable Replacement Facility Amendment.

“ S&P ”: Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“ Sale and Leaseback Transaction ”: as defined in Section 6.10.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Second Lien Administrative Agent ”: Credit Suisse, in its capacity as administrative agent under the Second Lien Credit Agreement, and any successors thereto in such capacity.

“ Second Lien Credit Agreement ”: means the Second Lien Credit Agreement dated as of the Closing Date, among Holdings, the US Borrower, the lenders party thereto, the Second Lien Administrative Agent and the other agents party thereto.

“ Second Lien Dollar Basket ”: as defined in the Second Lien Credit Agreement.

“ Second Lien Loan Documents ”: the Loan Documents, as defined in the Second Lien Credit Agreement.

“ Second Lien Term Loans ”: the Loans, as defined in the Second Lien Credit Agreement.

“ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

“ Securities Act ”: the Securities Act of 1933.

“ Security Documents ”: the collective reference to the Guarantee and Collateral Agreement, the Mortgages, any intellectual property security agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Loan Party to secure any of the obligations and liabilities of any Loan Agreement Party under any Loan Document.

“ Seller ”: as defined in the preliminary statements hereto.

“ Senior Representative ”: with respect to any series of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Senior Secured Leverage Ratio ”: as of any date of determination, the ratio of (a)(i) Consolidated Secured Debt on such day less (ii) the aggregate amount of cash and Cash Equivalents of the US Borrower and its Restricted Subsidiaries on such day to (b) Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the Relevant Reference Period.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Solvent ”: with respect to any Person, as of any date of determination, (a) the fair value of the assets of such Person exceeds the amount of all debts and liabilities of such Person, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable liability of the debts and other liabilities of such Person, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person has not incurred and does not intend to incur, or believe that it will incur, debts or other liabilities, including current obligations, beyond its ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise); and (d) such Person is not engaged in, and is not about to be engaged in, business for which it has unreasonably small capital. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Acquisition Agreement Representations ”: such of the representations and warranties made by or on behalf of the Seller in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the US Borrower (or any Affiliate of Holdings or the US Borrower) has the right to terminate the obligations of Holdings or the US Borrower under the Acquisition Agreement or not consummate the Acquisition as a result of the failure of such representations and warranties to be accurate.

“ Specified Change of Control ”: a “Change of Control”, or like event, as defined in the agreements governing any Material Debt.

“ Specified Default ”: any Default or Event of Default under Section 7.1(a) or 7.1(f).

“ Specified Hedge Agreement ”: any Hedge Agreement entered into or assumed by any Loan Agreement Party and any Qualified Counterparty and designated by the Qualified Counterparty and the US Borrower in writing to the Administrative Agent as a “Specified Hedge Agreement”.

“ Specified Representations ”: the representations and warranties with respect to the US Borrower and the Guarantors set forth in this Agreement under Section 3.3(a); the first two sentences and the last two sentences of Section 3.4; Section 3.5 (but only with respect to Loan Agreement Parties and not with respect to clause (ii) of the definition of the term “Contractual Obligation”); Section 3.10; Section 3.12; Section 3.17(a), subject to the last sentence of Section 4.1; Section 3.18; and Section 3.19.

“ Sponsor ”: LSUSA and its Affiliates and associated funds.

“ Spot Rate ”: on any day and subject to Section 1.8, with respect to any Canadian Dollar (for purposes of determining the US Dollar Equivalent thereof) or US Dollars (for purposes of determining the conversion rate to Canadian Dollars thereof), the rate at which such currency may be exchanged into US Dollars or Canadian Dollars, as the case may be, as set forth at approximately 11:00 a.m., New York City time, on such date on the applicable Bloomberg Cross-Key Currency Page. In the event that any such rate does not appear on any such page, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates selected by the Administrative Agent for such purpose, or, at the discretion of the Administrative Agent, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., local time in such market, on such date for the purchase of US Dollars or Canadian Dollars, as the case may be, for delivery two Business Days later; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any other reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“ Standard Securitization Undertakings ” means reasonable and customary representations, warranties, covenants and indemnities (including repurchase obligations in the event of a breach of representation and warranty) made or provided, and servicing obligations undertaken, by the US Borrower or any Restricted Subsidiary in connection with a Permitted Receivables Financing.

“ Statutory Reserve Rate ”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subject Class ”: as defined in Section 2.12(f).

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note attached as Exhibit C to the Guarantee and Collateral Agreement.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the US Borrower.

“ Subsidiary Guarantor ”: each Subsidiary of the US Borrower, other than an Excluded Subsidiary, and any other Subsidiary that the US Borrower, in its sole discretion, chooses to cause to enter into the Guarantee and Collateral Agreement.

“ Syndication Agent ”: Royal Bank of Canada.

“ Taxes ”: any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Borrowing ”: any Borrowing of Term Loans.

“ Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the US Borrower under this Agreement, including its First Lien Term Loan Commitment.

“ Term Loan Facility ”: the First Lien Term Loan Facility, a facility consisting of Incremental Term Loans or a Replacement Facility consisting of Term Loans.

“ Term Loan Lender ”: any Lender that is the holder of Term Loans.

“ Term Loans ”: any term loans made pursuant to this Agreement (including for the avoidance of doubt, any Incremental Term Loans, Replacement Term Loans and Extended Term Loans, if any).

“ Test Period ”: on any date of determination, the period of four consecutive fiscal quarters of the US Borrower then most recently ended, taken as one accounting period.

“ Total Assets ”: on any date of determination, total consolidated assets of the US Borrower and its Restricted Subsidiaries as of the date of the most recently available balance sheet of the US Borrower or any other date specified herein. For purposes of determining the amount of any Investment, Indebtedness or Disposition permitted under Section 6 hereof based upon a percentage of Total Assets of the US Borrower and its Restricted Subsidiaries, Total Assets of the US Borrower and its Restricted Subsidiaries shall be measured based on the most recently available balance sheet delivered pursuant to Section 5.1 at the time such Investment, Indebtedness or Disposition is made, incurred or consummated (without adjustment for subsequent changes in such Total Assets).

“ Total Canadian Tranche Revolving Credit Exposure ”: at any time, the US Dollar Equivalent of the aggregate amount of the Canadian Tranche Revolving Credit Exposure of all Canadian Tranche Revolving Credit Lenders outstanding at such time.

“ Total Leverage Ratio ”: as of any date of determination, the ratio of (a) (i) Consolidated Total Debt on such day less (ii) the aggregate amount of cash and Cash Equivalents of the US Borrower and its Restricted Subsidiaries on such day to (b) Consolidated EBITDA of the US Borrower and its Restricted Subsidiaries for the Relevant Reference Period (or, when used in Section 6.1, the Test Period ended on such date).

“ Total Revolving Credit Commitments ”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

“ Total Revolving Credit Exposure ”: at any time, the aggregate amount of the Revolving Credit Exposure of all Revolving Credit Lenders outstanding at such time.

“ Total US Tranche Revolving Credit Exposure ”: at any time, the aggregate amount of the US Tranche Revolving Credit Exposure of all US Tranche Revolving Credit Lenders outstanding at such time.

“ Transaction Costs ”: all fees (including original issue discount), costs and expenses incurred by Holdings, the US Borrower or any Subsidiary in connection with the Transactions.

“ Transactions ”: the collective reference to (a) the Acquisition, (b) the execution, delivery and performance by the Borrowers and each other Loan Agreement Party of this

Agreement and each other Loan Document, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (c) the execution, delivery and performance by the US Borrower and each other Loan Party of the Second Lien Loan Documents, the borrowing of the Second Lien Term Loans and the use of the proceeds thereof, (d) the Refinancing and (e) the payment of the Transaction Costs.

“ Type ”: when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ UCC ” or “ Uniform Commercial Code ”: the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ Unrestricted Subsidiary ”: any Subsidiary of the US Borrower (other than the Canadian Borrower) designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 5.13 subsequent to the date hereof, until such Person ceases to be an Unrestricted Subsidiary of the US Borrower in accordance with Section 5.13.

“ US Borrower ”: as defined in the preamble.

“ US Dollar Equivalent ”: on any date of determination, (a) with respect to any amount in US Dollars, such amount, and (b) with respect to any amount in Canadian Dollars, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.8(c) using the Spot Rate with respect to Canadian Dollars at the time in effect for such amount under the provisions of such Section.

“ US Dollars ” and “ $ ”: lawful currency of the United States of America.

“ US Loans ” means the Term Loans and the US Tranche Revolving Credit Loan.

“ US Obligations ” means all Obligations other than (i) Canadian Tranche Revolving Credit Loans made to and owing by the Canadian Borrower and (ii) Reimbursement Obligations of the Canadian Borrower.

“ US Revolving Credit Facility ”: as defined in the definition of the term “Facility”.

“ US Tranche LC Sublimit ”: $10,000,000, as such amount may be increased from time to time in accordance with Section 9.2(i).

“ US Tranche Letter of Credit ”: any letter of credit issued pursuant to this Agreement under the US Revolving Credit Facility.

“ US Tranche Percentage ”: with respect to any US Tranche Revolving Credit Lender, the percentage of the total US Tranche Revolving Credit Commitments represented by such Lender’s US Tranche Revolving Credit Commitment. If the US Tranche Revolving Credit

Commitments have terminated or expired, the US Tranche Percentages shall be determined based upon the US Tranche Revolving Credit Commitments most recently in effect, giving effect to any assignments. The US Tranche Percentage shall be adjusted appropriately, as determined by the Administrative Agent, in accordance with Section 2.22(c) to disregard the US Tranche Revolving Credit Commitment of Defaulting Lenders.

“ US Tranche Revolving Credit Commitments ”: as to any US Tranche Revolving Credit Lender, the obligation of such US Tranche Revolving Credit Lender, if any, to make US Tranche Revolving Credit Loans pursuant to Section 2.4(a), and to participate in US Tranche Letters of Credit pursuant to Section 2.7, expressed as an amount representing the maximum aggregate permitted amount of such US Tranche Revolving Credit Lender’s US Tranche Revolving Credit Exposure hereunder, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “US Tranche Revolving Credit Commitment” opposite such US Tranche Revolving Credit Lender’s name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption pursuant to which such US Tranche Revolving Credit Lender became a party hereto, in each case as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the total US Tranche Revolving Credit Commitments on the Closing Date is $40,000,000.

“ US Tranche Revolving Credit Borrowing ”: a Borrowing comprised of US Tranche Revolving Credit Loans.

“ US Tranche Revolving Credit Exposure ”: at any time, with respect to any Lender, shall be the sum of such Lender’s US Tranche Revolving Credit Loans and its LC Exposure in respect of US Tranche Revolving Credit Loans at such time.

“ US Tranche Revolving Credit Lender ”: a Lender with a US Tranche Revolving Credit Commitment or that is a holder of US Tranche Revolving Credit Loans.

“ US Tranche Revolving Credit Loan ”: a Loan made by a US Tranche Revolving Credit Lender pursuant to Section 2.4(a). Each US Tranche Revolving Credit Loan shall be a Eurocurrency Loan or an ABR Loan.

“ Weighted Average Life to Maturity ”: when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wholly Owned Subsidiary ”: as to any Person, any other Person all of the Capital Stock of which (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“ Withholding Agent ”: means any Loan Agreement Party or the Administrative Agent, as applicable.

1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, unless otherwise specified herein or in such other Loan Document:

(i) the words “hereof”, “herein” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Documents as a whole and not to any particular provision of thereof;

(ii) Section, Schedule and Exhibit references refer to (A) the appropriate Section, Schedule or Exhibit in this Agreement or (B) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears;

(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(v) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings);

(vi) unless the context requires otherwise, the word “or” shall be construed to mean “and/or”; and

(vii) unless the context requires otherwise, (A) any reference to any Person shall be construed to include such Person’s legal successors and permitted assigns, (B) any reference to any law or regulation shall refer to such law or regulation as amended, modified or supplemented from time to time, and any successor law or regulation, (C) the words “asset” and “property” shall be construed to have the same meaning and effect, and (D) references to agreements (including this Agreement) or other Contractual Obligations shall be deemed to refer to such agreements or Contractual Obligations as amended, restated, amended and restated, supplemented or otherwise modified from time to time (in each case, to the extent not otherwise prohibited hereunder).

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including”.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) The expressions “payment in full”, “paid in full” and any other similar terms or phrases when used herein with respect to the Obligations shall mean the payment in full, in immediately available funds, of all of the Obligations (excluding Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations, in each case, that are not then due and payable) and the expiration or termination of all undrawn Letters of Credit (or cash collateralization (in a manner consistent with Section 2.7(j)) or provision of backstop letters of credit (in a manner reasonably satisfactory to the relevant Issuing Bank) with respect thereto).

1.3 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “US Tranche Revolving Credit Loan”, “First Lien Term Loan”, “Extended Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency US Tranche Revolving Credit Loan”). Borrowings also may be classified and referred to by Class (e.g., a “US Tranche Revolving Credit Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency US Tranche Revolving Credit Borrowing”).

1.4 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time ( provided that (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any “Accounting Change” as defined below shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the US Borrower or the Administrative Agent, the US Borrower, the Administrative Agent and the Lenders shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the US Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred; provided that such Accounting Change shall be disregarded for purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by the US Borrower of IFRS or (iii) any change in the application of accounting principles adopted by the US Borrower from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

1.5 Pro Forma Calculations . (a) Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.5, when calculating the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, for the purposes of (i) the ECF Percentage of Excess Cash Flow or (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period, other than consummation of the Transactions, shall not be given pro forma effect.

(b) For purposes of calculating the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the US Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Pro Forma Transaction that would have required adjustment pursuant to this Section 1.5, then the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.

(c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the US Borrower and shall include, without duplication, (i) the EBITDA (as determined in good faith by the US Borrower) of any Person or line of business acquired or disposed of and (ii) subject to the cap set forth in the proviso to clause (b)(xii) of the definition of “Consolidated EBITDA”, the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the US Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twenty-four months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions.

(d) In the event that the US Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “ Repayment ”), any

Indebtedness included in the calculation of the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

1.6 Classification of Permitted Items . For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the US Borrower in its sole discretion at such time of determination.

1.7 Rounding . Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.8 Currency Equivalents Generally .

(a) For purposes of determining compliance with Sections 6.2, 6.3 and 6.7 with respect to any amount of Indebtedness or Investment in a currency other than US Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Investment is incurred, made or acquired (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder).

(b) For purposes of determining the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio, amounts denominated in a currency other than US Dollars will be converted to US Dollars at the currency exchange rates used in preparing the US Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the US Dollar equivalent of such Indebtedness.

(c) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating US Dollar Equivalent of any Borrowing denominated in Canadian Dollars. Such Spot Rate shall become effective as of such Revaluation

Date, and shall be the Spot Rate employed until the next Revaluation Date to occur. The Administrative Agent shall notify the US Borrower, the Canadian Borrower and the Lenders of each calculation of the US Dollar Equivalent of each Borrowing denominated in Canadian Dollars.

1.9 Limitations on Obligations of Canadian Borrower . Notwithstanding anything set forth in this Agreement or any other Loan Documents to the contrary, the Canadian Borrower shall not at any time be liable in any manner (whether pursuant to any guaranty or otherwise) for any portion of the principal of the US Loans or any interest thereon or fees or in respect of any indemnified liabilities or any other US Obligations payable with respect thereto (and the Loan Parties are solely liable for such US Obligations), and no assets of the Canadian Borrower shall at any time serve, directly or indirectly, as security for, and in no event shall more than 65% of the total voting Capital Stock of the Canadian Borrower secure, any portion of the US Obligations.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 First Lien Term Loan Commitments . Subject to the terms and conditions hereof, the First Lien Term Loan Lenders severally agree to make term loans (each, a “ First Lien Term Loan ”) to the US Borrower on the Closing Date in an amount for each First Lien Term Loan Lender not to exceed the amount of the First Lien Term Loan Commitment of such Lender (it being agreed that the First Lien Term Loans made on the Closing Date shall be funded at 99.5% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such First Lien Term Loans, including the accrual of interest and repayment or prepayment of principal shall be based on 100% of the stated principal amount thereof). The First Lien Term Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the US Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9.

2.2 Procedure for First Lien Term Loan Borrowing . The US Borrower shall deliver to the Administrative Agent a Borrowing Request, not later than 11:00 a.m., New York City time, one Business Day before the anticipated Closing Date requesting that the First Lien Term Loan Lenders make the First Lien Term Loans on the Closing Date. The Borrowing Request must specify (i) the principal amount of the First Lien Term Loans to be borrowed, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of First Lien Term Loans to be borrowed, (iv) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) the location and number of the US Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.8. Upon receipt of such Borrowing Request, the Administrative Agent shall promptly notify each First Lien Term Loan Lender thereof. Not later than 10:00 a.m., New York City time (or, if later, promptly following the satisfaction of the conditions precedent to the initial extension of credit hereunder set forth in Section 4.1), on the Closing Date each First Lien Term Loan Lender shall make available to the Administrative Agent an amount in immediately available funds equal to the First Lien Term Loans to be made by such Lender. The Administrative Agent shall make available to the US Borrower the aggregate of the amounts made available to the Administrative Agent by the First Lien Term Loan Lenders, in like funds as received by the Administrative Agent.

2.3 Repayment of First Lien Term Loans .

The First Lien Term Loan of each First Lien Term Loan Lender shall be repaid in 28 consecutive quarterly installments on each date specified below or, if such date is not a Business Day, on the last Business Day of the calendar quarter ending nearest to such date (each, a “ First Lien Term Loan Installment Date ”), commencing on December 31, 2013, each of which shall be in an amount equal to such Lender’s First Lien Term Loan Percentage multiplied by the amount set forth below opposite such installment:


Installment	Principal Amount
December 31, 2013	$	800,000
March 31, 2014	$	800,000
June 30, 2014	$	800,000
September 30, 2014	$	800,000
December 31, 2014	$	800,000
March 31, 2015	$	800,000
June 30, 2015	$	800,000
September 30, 2015	$	800,000
December 31, 2015	$	800,000
March 31, 2016	$	800,000
June 30, 2016	$	800,000
September 30, 2016	$	800,000
December 31, 2016	$	800,000
March 31, 2017	$	800,000
June 30, 2017	$	800,000
September 30, 2017	$	800,000
December 31, 2017	$	800,000
March 31, 2018	$	800,000
June 30, 2018	$	800,000
September 30, 2018	$	800,000
December 31, 2018	$	800,000
March 31, 2019	$	800,000
June 30, 2019	$	800,000
September 30, 2019	$	800,000
December 31, 2019	$	800,000
March 31, 2020	$	800,000
June 30, 2020	$	800,000
August 28 2020	$	298,400,000

; provided that the final principal repayment installment of the First Lien Term Loans repaid on the First Lien Term Loan Maturity Date shall be, in any event, in an amount equal to the aggregate principal amount of all First Lien Term Loans outstanding on such date.

2.4 Revolving Credit Commitments . (a) Subject to the terms and conditions set forth herein, each US Tranche Revolving Credit Lender severally agrees to make revolving credit loans (each, a “ US Tranche Revolving Credit Loan ”) to the US Borrower from time to time during the Availability Period in US Dollars in an aggregate principal amount at any one time outstanding that will not (after giving effect to any concurrent use of the proceeds thereof to repay LC Disbursements) result in (i) such US Tranche Revolving Credit Lender’s US Tranche Revolving Credit Exposure exceeding such US Tranche Revolving Credit Lender’s US Tranche Revolving Credit Commitment or (ii) the Total US Tranche Revolving Credit Exposure exceeding the sum of the total US Tranche Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow US Tranche Revolving Credit Loans during the Availability Period. Notwithstanding anything herein to the contrary, US Tranche Revolving Credit Loans may only be borrowed on the Closing Date in an aggregate principal amount not to exceed $25,000,000 to finance the Transaction Costs and for working capital needs.

(b) Subject to the terms and conditions set forth herein, each Canadian Tranche Revolving Credit Lender severally agrees to make revolving credit loans (each, a “ Canadian Tranche Revolving Credit Loan ”) to the US Borrower and the Canadian Borrower from time to time during the Availability Period in US Dollars or Canadian Dollars in an aggregate principal amount at any one time outstanding that will not (after giving effect to any concurrent use of the proceeds thereof to repay LC Disbursements) result in (i) such Canadian Tranche Revolving Credit Lender’s Canadian Tranche Revolving Credit Exposure exceeding such Canadian Tranche Revolving Credit Lender’s Canadian Tranche Revolving Credit Commitment, (ii) the Total Canadian Tranche Revolving Credit Exposure exceeding the sum of the total Canadian Tranche Revolving Credit Commitments or (iii) the aggregate of all Canadian Tranche Revolving Credit Loans and Canadian Tranche Letters of Credit exceeding $10,000,000 US Dollar Equivalent. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower and the Canadian Borrower may borrow, prepay and reborrow Canadian Tranche Revolving Credit Loans during the Availability Period.

2.5 Loans and Borrowings . (a) Each US Tranche Revolving Credit Loan shall be made as part of a Borrowing consisting of US Tranche Revolving Credit Loans made by the US Tranche Revolving Credit Lenders ratably in accordance with their respective US Tranche Revolving Credit Commitments. Each Canadian Tranche Revolving Credit Loan shall be made as part of a Borrowing consisting of Canadian Tranche Revolving Credit Loans made by the Canadian Tranche Revolving Credit Lenders ratably in accordance with their respective Canadian Tranche Revolving Credit Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(b) Subject to Section 2.16, (i) each Term Borrowing shall be comprised entirely of (A) ABR Loans or (B) Eurocurrency Loans as the US Borrower may request in accordance herewith and (ii) (x) each Revolving Credit Borrowing denominated in US Dollars shall be comprised entirely of (A) ABR Loans or (B) Eurocurrency Loans as the applicable Borrower may request in accordance herewith; and (y) each Revolving Credit Borrowing denominated in Canadian Dollars shall be comprised entirely of Eurocurrency Loans. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 (or $500,000 CAD if such Borrowing is denominated in Canadian Dollars) and not less than $500,000 (or $500,000 CAD if such Borrowing is denominated in Canadian Dollars). At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided that a Revolving Credit Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Credit Commitments under the applicable Revolving Credit Facility or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.7(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not, at any time, be more than a total of ten Eurocurrency Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Borrowing.

2.6 Requests for Revolving Credit Borrowing . To request a Revolving Credit Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (other than Eurocurrency Borrowings to be incurred on the Closing Date which notice may be given one Business Day prior to the Closing Date) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.5:

(i) whether the requested Borrowing is to be a US Tranche Revolving Credit Borrowing or a Canadian Tranche Revolving Credit Borrowing;

(ii) the currency and aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) in the case of a Borrowing denominated in US Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.8.

If no election as to the Type of Revolving Credit Borrowing is specified, then the requested Revolving Credit Borrowing shall be (A) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing, or (B) in the case of a Borrowing denominated in Canadian Dollars, a Eurocurrency Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Revolving Credit Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no currency is specified with respect to any Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have requested a Borrowing in US Dollars. If no election is made as to whether a Revolving Credit Borrowing denominated in US Dollars is to be a US Tranche Revolving Credit Borrowing or a Canadian Tranche Revolving Credit Borrowing, then (A) in the case of a Borrowing Request signed by the US Borrower, the US Borrower shall be deemed to have requested a US Tranche Revolving Credit Borrowing and (B) in the case of a Borrowing Request signed by the Canadian Borrower, the Canadian Borrower shall be deemed to have requested a Canadian Tranche Revolving Credit Borrowing. Notwithstanding anything to the contrary (including in the Borrowing Request), the Canadian Borrower shall only be entitled to request a Canadian Tranche Revolving Credit Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Revolving Credit Lender of the relevant Facility or Facilities of the details thereof and of the amount of such Revolving Credit Lender’s Loan to be made as part of the requested Revolving Credit Borrowing.

2.7 Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, any Issuing Bank, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 2.7(d), agrees to issue trade and standby US Tranche Letters of Credit (which must be denominated in US Dollars) for the account of the US Borrower or the account of the US Borrower for the benefit of any Restricted Subsidiary and Canadian Tranche Letters of Credit (which must be denominated in US Dollars or Canadian Dollars) for the account of the US Borrower or the Canadian Borrower, in each case on any Business Day during the applicable Availability Period in such form as may be approved from time to time by such Issuing Bank; provided that Credit Suisse, in its capacity as an Issuing Bank, shall not be required to issue trade Letters of Credit pursuant to this Section 2.7; provided , further , that no Issuing Bank shall have any obligation to issue any US Tranche Letter of Credit if, after giving effect to such issuance, (i) the LC Exposure with respect to US Tranche Letters of Credit would exceed the US Tranche LC Sublimit, (ii) the Total US Tranche Revolving Credit Exposure would exceed the sum of the total US Tranche Revolving Credit Commitments or (iii) solely to the extent of the Issuing Banks on the Closing Date, the amount of the LC Exposure attributable to the US Tranche Letters of Credit issued by such Issuing Banks would exceed their US Tranche Percentage on the Closing Date; provided , further , that no Issuing Bank shall have any obligation to issue any Canadian Tranche Letter of Credit if, after giving effect to such issuance, (I) the LC Exposure with respect to Canadian Tranche Letters of Credit would exceed the Canadian Tranche LC Sublimit, (II) the Total Canadian Tranche Revolving Credit Exposure would exceed the sum of the total Canadian Tranche Revolving Credit Commitments or (III) solely to the extent of the Issuing Banks on the Closing Date, the amount of the LC Exposure attributable to the Canadian Tranche Letters of Credit issued by such Issuing Banks would exceed their Canadian Tranche Percentage on the Closing Date. Additionally, no Issuing Bank shall be under any obligation to issue or renew any Letter of Credit if the Letter of Credit is to be denominated in a currency other than (A) US Dollars (in the case of a US Tranche Letter of Credit) or (B) US Dollars or Canadian Dollars (in the case of a Canadian Tranche Letter of Credit) unless otherwise agreed by

the Issuing Bank and the Administrative Agent. Subject to the terms and conditions set forth herein, the applicable Borrower may request the issuance of Letters of Credit for its own account or for its own account for the benefit of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that is 30 days prior to the Revolving Credit Maturity Date). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days (or such shorter period as may be agreed by the applicable Issuing Bank and the Administrative Agent) in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether the Letter of Credit is to be a US Tranche Letter of Credit or Canadian Tranche Letter of Credit, the currency in which such Letter of Credit is to be denominated (which, in the case of a US Tranche Letter of Credit, shall be in US Dollars and, in the case of a Canadian Tranche Letter of Credit, shall be in US Dollars or Canadian Dollars), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) in the case of US Tranche Letters of Credit, (A) the LC Exposure shall not exceed the US Tranche LC Sublimit and (B) in the case of US Tranche Letters of Credit, the Total US Tranche Revolving Credit Exposure shall not exceed the sum of the total US Tranche Revolving Credit Commitments and (ii) in the case of Canadian Tranche Letters of Credit, (A) the LC Exposure shall not exceed the Canadian Tranche LC Sublimit and (B) the Total Canadian Tranche Revolving Credit Exposure shall not exceed the sum of the total Canadian Tranche Revolving Credit Commitments.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, the date that is one year after the date of such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank and Administrative Agent shall have been made with respect to such Letter of Credit, but which shall include the release by the relevant Issuing Bank of each

applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit). If the applicable Borrower so requests in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has automatic renewal provisions (each, an “ Auto Renewal Letter of Credit ”); provided that the applicable Borrower shall be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal Letter of Credit has been issued, the applicable Revolving Credit Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time to an expiry date not later than the earlier of (i) the date that is one year from the date of such renewal and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date (unless other provisions or arrangements reasonably satisfactory to the applicable Issuing Bank shall have been made with respect to such Letter of Credit, and shall include the release by the relevant Issuing Bank and the Administrative Agent of each applicable Revolving Credit Lender from its participation obligations hereunder with respect to such Letter of Credit); provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 4.2 or otherwise).

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each US Tranche Revolving Credit Lender (with respect to each US Tranche Letter of Credit) or each Canadian Tranche Revolving Credit Lender (with respect to each Canadian Tranche Letter of Credit), and (i) each US Tranche Revolving Credit Lender hereby acquires from the applicable Issuing Bank, a participation in such US Tranche Letter of Credit equal to such Lender’s US Tranche Percentage of the aggregate amount available to be drawn under such US Tranche Letter of Credit and (ii) each Canadian Tranche Revolving Credit Lender hereby acquires from the applicable Issuing Bank a participation in such Canadian Tranche Letter of Credit equal to such Lender’s Canadian Tranche Percentage of the aggregate amount available to be drawn under such Canadian Tranche Letter of Credit. In consideration and in furtherance of the foregoing, (A) each US Tranche Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such US Tranche Revolving Credit Lender’s US Tranche Percentage of each LC Disbursement with respect to a US Tranche Letter of Credit made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason in respect thereof and (B) each Canadian Tranche Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Canadian Tranche Revolving Credit Lender’s Canadian Tranche Percentage of each LC Disbursement with respect to a Canadian Tranche Letter of Credit made by such Issuing Bank, at the US Dollar Equivalent, using the Spot Rate on the date such payment is required, of each LC Disbursement in respect of any Canadian Tranche Letter of Credit made by the Issuing Bank and, in each case, not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason in respect thereof. Each US Tranche Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of US Tranche Letters of Credit, and each Canadian Tranche Revolving Credit Lender acknowledges and agrees that its obligation to acquire

participations pursuant to this paragraph in respect of Canadian Tranche Letters of Credit, and such Revolving Credit Lender’s obligations under Section 2.7(e) are absolute and unconditional and shall not be affected by any circumstance including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the applicable Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrowers, any other Loan Agreement Party or any other Lender or any reduction in or termination of the US Tranche Revolving Credit Commitments or the Canadian Tranche Revolving Credit Commitments, as the case may be, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(e) Reimbursement . If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount and currency equal to such LC Disbursement not later than 12:00 noon, New York City time, on the first Business Day immediately following the day that such Borrower receives notice that such LC Disbursement is made (or, if such Borrower receives such notice after 12:00 noon, New York City time, on the second Business Day immediately following the day that such Borrower receives such notice); provided that (if the conditions of Section 4.2 are satisfied) the applicable Borrower shall have the absolute and unconditional right to require that such payment be financed with an ABR Revolving Credit Borrowing (in the case of a Letter of Credit denominated in US Dollars) or a Eurocurrency Revolving Credit Borrowing with an Interest Period of one month (in the case of a Letter of Credit denominated in Canadian Dollars) under the applicable Revolving Credit Facility under which the applicable Letter of Credit was issued, in each case in an equivalent amount and currency (subject to the requirements of set forth in Sections 2.4 through 2.6, as applicable) and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Borrowing. If the applicable Borrower fails to make such payment when due, or finance such payment in accordance with the proviso to the preceding sentence, the applicable Issuing Bank shall promptly notify the Administrative Agent of the applicable LC Disbursement and the Administrative Agent shall promptly notify each US Tranche Revolving Credit Lender (in the case of a US Tranche Letter of Credit) and each Canadian Tranche Revolving Credit Lender (in the case of a Canadian Tranche Letter of Credit) of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each US Tranche Revolving Credit Lender (in the case of a US Tranche Letter of Credit) and each Canadian Tranche Revolving Credit Lender (in the case of a Canadian Tranche Letter of Credit) shall pay to the Administrative Agent its Applicable Percentage of the applicable Revolving Credit Facility of the payment then due from the applicable Borrower by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders not later than 2:00 p.m., New York City time, on the date such notice is received (or, if such Revolving Credit Lender shall have received such notice later than 12:00 noon, New York City time on such day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the

Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Credit Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or Eurocurrency Revolving Credit Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If any Revolving Credit Lender shall not have made its Applicable Percentage of an LC Disbursement available to the Administrative Agent as provided above, such Revolving Credit Lender, the US Borrower and, in the case of a Canadian Tranche Letter of Credit obtained by the Canadian Borrower, the Canadian Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this Section 2.7(e) to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable to ABR Revolving Credit Loans and (ii) in the case of such Revolving Credit Lender, (A) in the case of Letters of Credit denominated in US Dollars, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate and (B) in the case of Letters of Credit denominated in Canadian Dollars, the Eurocurrency Rate with an Interest Period of one month.

(f) Obligations Absolute . Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any adverse change in the exchange rate or in the availability of Canadian Dollars to the Canadian Borrower or any of the Restricted Subsidiaries or in the relevant currency markets generally or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, each Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the provisions of this Section 2.7(f) shall not be construed to excuse the applicable Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to indirect, consequential, special and punitive damages, claims in respect of which are hereby waived by such Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise care

when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by such Issuing Bank. Each Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by email) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Credit Loans (in the case of Letters of Credit denominated in US Dollars) and the Eurocurrency Rate with an Interest Period of one month (in the case of Letters of Credit denominated in Canadian Dollars); provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.15(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank ( provided that no consent of the replaced Issuing Bank will be required if it has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement shall become effective, the US Borrower, and, in the case of a Canadian Tranche Letter of Credit obtained by the Canadian Borrower, the Canadian Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.13(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing

Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to renew existing Letters of Credit or issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default under clause (i) or (ii) of paragraph (f) of Section 7.1 with respect to Holdings or the Borrowers shall occur and be continuing or if the Loans have been accelerated pursuant to Section 7 as a result of any Event of Default, on the Business Day that the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure), in each case, demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower or the Canadian Borrower, as applicable, shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 103% of the applicable LC Exposure as of such date plus any accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Letter of Credit obligations of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and reasonable discretion of the Administrative Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the applicable LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of such Borrower under this Agreement. If either Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default specified above, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within two Business Days after such Event of Default has been cured or waived (unless the Commitments have been terminated and the Obligations have been accelerated, in each case in accordance with Section 7.1).

(k) Provisions Related to Extended Revolving Credit Commitments . If the Maturity Date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments (or, in the case of any Letter of Credit denominated in Canadian Dollars, if one or more other tranches of Canadian Tranche Revolving Credit Commitments) in respect of which the Maturity Date shall not have occurred are then in effect and such Letter of Credit would otherwise be available under such tranche of Revolving Credit Commitments, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make payments in respect thereof pursuant to Section 2.7(d) and (e)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-maturing

tranches up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the applicable Borrower shall cash collateralize any such Letter of Credit in accordance with Section 2.7(j). For the avoidance of doubt, commencing with the Maturity Date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit under any tranche of Revolving Credit Commitments that has not so then matured shall be as agreed in the relevant Permitted Amendment with the applicable Revolving Credit Lenders.

2.8 Funding of Borrowings . (a) Except as expressly set forth in Section 2.2, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that US Tranche Revolving Credit Loans to be made on the Closing Date shall be made not later than 10:00 a.m., New York City time (or, if later, promptly following the satisfaction of the conditions precedent to the initial extension of credit hereunder set forth in Section 4.1). The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower maintained with the Administrative Agent in New York City or such other account reasonably approved by the Administrative Agent, in each case, as is designated by the applicable Borrower in the applicable Borrowing Request; provided that ABR Revolving Credit Loans or Eurocurrency Revolving Credit Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.7(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, (x) in the case of Loans denominated in US Dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (y) in the case of Loans in Canadian Dollars, the rate reasonably determined in accordance with customary practice by the Administrative Agent to be the cost to it of funding such amount, or (ii) in the case of the applicable Borrower, the interest rate applicable to ABR Loans of the applicable Class (in the case of Loans denominated in US Dollars) and Eurocurrency Loans of the applicable Class with an Interest Period of one month (in the case of Loans denominated in Canadian Dollars). If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

2.9 Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request; provided that, if the applicable Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as ABR Loans (in the case of Loans denominated in US Dollars) or Eurocurrency Loans with an Interest Period of one month (in the case of Loans denominated in Canadian Dollars) and if the applicable Borrower requests a Borrowing of Eurocurrency Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of one month’s duration. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type (excluding Canadian Tranche Revolving Credit Borrowings which may not be so converted) or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this Section 2.9, (i) the applicable Borrower will not be permitted to change the currency of any Borrowing and (ii) Loans denominated in Canadian Dollars will not be permitted to be converted into ABR Revolving Credit Borrowings.

(b) To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.6 if the applicable Borrower were requesting a Revolving Credit Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request signed by the applicable Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.5:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing (provided that in no event shall a Loan denominated in Canadian Dollars be an ABR Borrowing); and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) if such Borrowing is denominated in US Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) if such Borrowing is denominated in Canadian Dollars, such Borrowing shall continue as a Eurocurrency Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the applicable Borrower, then, so long as an Event of Default is continuing (x) (A) no outstanding Borrowing denominated in US Dollars may be converted to or continued as a Eurocurrency Borrowing and (B) unless repaid, each Eurocurrency Borrowing denominated in US Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (y) (A) no outstanding Borrowing denominated in Canadian Dollars may be converted to or continued as a Eurocurrency Borrowing with an Interest Period of more than one month’s duration and (B) unless repaid, each Eurocurrency Borrowing denominated in Canadian Dollars shall be converted to a Eurocurrency Borrowing with an Interest Period of one month at the end of the Interest Period applicable thereto.

2.10 Termination and Reduction of Commitments . (a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the applicable Revolving Credit Maturity Date. The First Lien Term Loan Commitments shall automatically terminate upon the making of the First Lien Term Loans on the Closing Date and, in any event, not later than 5:00 p.m., New York City time, on the Closing Date. The commitments of the Issuing Banks to issue, amend, renew or extend any Letters of Credit shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date that is 30 days prior to the latest Revolving Credit Maturity Date.

(b) The applicable Borrower may at any time terminate, without premium or penalty, or from time to time reduce, the Revolving Credit Commitments under any Revolving Credit Facility (or under any tranche of the Revolving Credit Commitments); provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) in any event, the applicable Borrower shall not terminate or reduce (A) the US Tranche Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.12, the Total US Tranche Revolving Credit Exposure under any tranche would exceed the sum of the total US Tranche Revolving Credit Commitments under such tranche (or, in any event, the Total US Tranche Revolving Credit Exposure under any tranche would exceed the sum of the total US Tranche Revolving Credit Commitments under such tranche) or (B) the Canadian Tranche Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans

in accordance with Section 2.12, the Total Canadian Tranche Revolving Credit Exposure under any tranche would exceed the sum of the total Canadian Tranche Revolving Credit Commitments under such tranche (or, in any event, the total Canadian Tranche Revolving Credit Exposure under any tranche would exceed the sum of the total Canadian Tranche Revolving Credit Commitments under such tranche).

(c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under any Revolving Credit Facility (or any tranche thereof) pursuant to paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Revolving Credit Lenders of the contents thereof. Each notice delivered by the applicable Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction. Any termination or reduction of the Revolving Credit Commitments shall be permanent (but subject to any increase pursuant to Section 2.23). Each reduction of the Revolving Credit Commitments under any Revolving Credit Facility (other than any such reduction resulting from the termination of the Revolving Credit Commitment of any Lender as provided in Section 2.21) shall be made ratably among the Revolving Credit Lenders holding Revolving Credit Commitments under such Revolving Credit Facility.

2.11 Repayment of Revolving Credit Loans; Evidence of Debt . (a) The applicable Borrower hereby unconditionally promises to pay to the Administrative Agent (i) for the account of each US Tranche Revolving Credit Lender the then unpaid principal amount of each US Tranche Revolving Credit Loan of such Lender on the applicable Revolving Credit Maturity Date and (ii) for the account of each Canadian Tranche Revolving Credit Lender the then unpaid principal amount of each Canadian Tranche Revolving Credit Loan of such Lender on the applicable Revolving Credit Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the applicable Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the applicable Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request through the Administrative Agent that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or if requested by such Lender, to such Lender and its registered assigns) and in the form of Exhibit G-1 or G-2, as applicable. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the payee named therein (and its registered assigns).

2.12 Prepayment of Loans . (a) Each Borrower shall have the right at any time and from time to time to prepay any Borrowing made by it in whole or in part, without premium or penalty (but subject to Sections 2.12(e) and 2.18), subject to prior notice in accordance with paragraph (c) of this Section.

(b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. Each optional or mandatory prepayment of Term Loans shall be applied ratably to the Term Loans (based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment); provided that prepayments of Term Loans made with the proceeds of any Replacement Term Loans and Permitted Term Loan Refinancing Indebtedness shall be applied in accordance with Section 2.14(d). Prepayments of Term Loans shall be applied to the remaining scheduled installments as follows:

(i) any mandatory prepayments of Term Loans pursuant to Section 2.14 shall be applied to the remaining scheduled principal installments (a) in the case of the First Lien Term Loans, first in direct order to the unpaid amounts due on the next succeeding eight First Lien Term Loan Installment Dates, and then on a pro rata basis to the then remaining scheduled amortization installments in respect of such First Lien Term Loans and (b) in the case of any other Term Loans, in the order specified in the applicable Permitted Amendment, and

(ii) any optional prepayments of Term Loans pursuant to Section 2.12(a) shall be applied to the remaining scheduled installments thereof as directed by the US Borrower (or, if no such direction is given, in direct order of maturity thereof).

(c) The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount

of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment may be conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.5. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.15. Each repayment of a Borrowing (x) in the case of a Revolving Credit Facility, shall be applied to the Loans included in the repaid Borrowing such that each Revolving Credit Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (based upon the respective US Tranche Revolving Credit Exposures or Canadian Tranche Revolving Credit Exposures, as the case may be, of the Revolving Credit Lenders holding Loans included in such repaid Borrowing at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Voluntary prepayments made by the Canadian Borrower will only be applied to Canadian Tranche Revolving Credit Borrowings made by it. In the event the US Borrower fails to specify the Borrowings to which any such voluntary prepayment shall be applied, such prepayment shall be applied as follows:

first , to repay outstanding Revolving Credit Borrowings to the full extent thereof (ratably among Revolving Credit Facilities); and

second , to prepay the Term Borrowings ratably (unless, with respect to a Class of Term Loans, the applicable Permitted Amendment specifies a less favorable treatment).

(d) Notwithstanding anything to the contrary set forth in this Agreement (including the penultimate sentence of Section 2.12(c) or Section 2.20(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Term Loans by way of assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f).

(e) In the event that, prior to the date that is six months after the Closing Date, the US Borrower (i) makes any repayment, prepayment, purchase or buyback of First Lien Term Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the US Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable First Lien Term Loan Lenders (including any Non-Consenting Lender) (x) in the case of clause (i), a prepayment premium of 1% of the aggregate principal amount of the First Lien Term Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 1% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment.

(f) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Term Loans, so long as no Default or Event of Default has occurred and is continuing, any Purchasing Borrower Party may repurchase outstanding Term Loans pursuant to this Section 2.12(f) on the following basis:

(i) Any Purchasing Borrower Party may conduct one or more auctions (each, an “ Auction ”) to repurchase all or any portion of the Term Loans of a Class (the “ Subject Class ”) by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Term Loans that will be the subject of the Auction (an “ Auction Notice ”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “ Auction Amount ”), and (y) the discount to par, which shall be a range (the “ Discount Range ”) of percentages of the par principal amount of the Term Loans at issue that represents the range of purchase prices that could be paid in the Auction;

(ii) In connection with any Auction, each Term Loan Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “ Return Bid ”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “ Reply Discount Price ”), which must be within the Discount Range, and (y) a principal amount of Term Loans which must be in increments of $1,000,000 or in an amount equal to the Term Loan Lender’s entire remaining amount of such Loans (the “ Reply Amount ”). Term Loan Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Term Loan Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably acceptable to the Administrative Agent;

(iii) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the US Borrower, will determine the applicable discount (the “ Applicable Discount ”) for the Auction, which will be the lowest Reply Discount Price for which a Purchasing Borrower Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow such Purchasing Borrower Party to complete a purchase of the entire Auction Amount (any such Auction, a “ Failed Auction ”), such Purchasing Borrower Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Any Purchasing Borrower Party shall purchase Term Loans (or the respective portions thereof) from each Term Loan Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“ Qualifying Bids ”) at the Applicable Discount; provided , further , that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the US Borrower shall purchase such Term Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;

be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Term Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Term Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the US Borrower; and

(v) The repurchases by any Purchasing Borrower Party of Term Loans pursuant to this Section 2.12(f) shall be subject to the following conditions: (A) the Auction is open to all Term Loan Lenders of the Subject Class on a pro rata basis, (B) no Default or Event of Default has occurred or is continuing or would result therefrom, (C) as of the date of such repurchase the Purchasing Borrower Party shall make a representation to the Qualifying Lender assigning the Term Loan (unless the making of such representation is waived by such Qualifying Lender) that it is not aware of any material non-public information with respect to the business of the US Borrower or any of the Subsidiaries or their respective securities that (x) has not been disclosed to such Qualifying Lender prior to such date and (y) if made public would reasonably be expected to have a material effect upon, or otherwise be material to, a Term Loan Lender’s decision to assign the Term Loans to the Purchasing Borrower Party (other than because such Qualifying Lender does not wish to receive material non-public information with respect to the business of the Purchasing Borrower Party or any of the Subsidiaries), (D) any Term Loan Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof by the Purchasing Borrower Party and (E) at the time of (and after giving effect to) any such repurchase no Revolving Credit Loans shall be outstanding.

2.13 Facility Fees . (a) The US Borrower agrees to pay to the Administrative Agent for the account of each US Tranche Revolving Credit Lender a facility fee, which shall accrue at the rate of 0.50% per annum (the “ Facility Fee Rate ”) on the daily amount of the aggregate US Tranche Revolving Credit Commitment outstanding, whether drawn or undrawn (or, if the US Tranche Revolving Credit Commitments shall have expired or terminated and there is any remaining US Tranche Revolving Credit Exposure with respect to Loans made or Letters of Credit issued under the US Revolving Credit Facility, on the daily amount of such US Tranche Revolving Credit Exposure), of such Lender during the period from and including the Closing Date to but excluding the date on which such US Tranche Revolving Credit Commitments terminates. The US Borrower agrees to pay to the Administrative Agent for the account of each Canadian Tranche Revolving Credit Lender a facility fee, which shall accrue at the Facility Fee Rate on the daily amount of the aggregate Canadian Tranche Revolving Credit Commitment outstanding, whether drawn or undrawn (or, if the Canadian Tranche Revolving Credit Commitments shall have expired or terminated and there is any remaining Canadian Tranche Revolving Credit Exposure with respect to Loans made or Letters of Credit issued under the Canadian Revolving Credit Facility, on the US Dollar Equivalent of the daily amount of such Canadian Tranche Revolving Credit Exposure), of such Lender during the period from and including the Closing Date to but excluding the date on which such Canadian Tranche Revolving Credit Commitments terminates. The foregoing notwithstanding, the applicable lenders may consent to a different facility fee to be paid pursuant to the terms of any applicable Incremental Facility Amendment, Replacement Facility Amendment or Extension Offer. Accrued facility

fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of December 2013. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) (i) The US Borrower agrees to pay to the Administrative Agent for the account of each US Tranche Revolving Credit Lender a participation fee with respect to its participations in US Tranche Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Credit Loans, on the average daily amount of such Lender’s LC Exposure in respect of US Tranche Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s US Tranche Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure with respect to any US Tranche Letters of Credit. The US Borrower agrees to pay to the Administrative Agent for the account of each Canadian Tranche Revolving Credit Lender a participation fee with respect to its participations in Canadian Tranche Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Credit Loans, on the average daily amount of such Lender’s LC Exposure in respect of Canadian Tranche Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Canadian Tranche Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure with respect to any Canadian Tranche Letters of Credit. Each Borrower, severally but not jointly, agrees to pay to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to the Letters of Credit issued by such Issuing Bank on account of such Borrower during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure attributable to the Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the last day of December 2013; provided that any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The US Borrower agrees to pay to the Administrative Agent, for its own account, the fees described in the Administrative Agent Fee Letter dated June 23, 2013, by and between the US Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances (except as otherwise expressly agreed).

2.14 Mandatory Prepayments . (a) If Indebtedness is incurred by Holdings, the US Borrower or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2), then on the date of such issuance or incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, the US Borrower or any of its Restricted Subsidiaries.

(b) If on any date Holdings, the US Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, no later than five Business Days after the date of receipt by Holdings, the US Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to the amount of such Net Cash Proceeds shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e); provided that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the US Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay Permitted Term Loan Refinancing Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Permitted Term Loan Refinancing Indebtedness required to be offered to be so repurchased, “ Other Applicable Indebtedness ”), then the US Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided , that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided , further , that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the US Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale

Proceeds included in such Net Cash Proceeds; provided , that the US Borrower shall use its commercially reasonable efforts to repatriate any amounts constituting Restricted Asset Sale Proceeds pursuant to clause (b) of the definition thereof as promptly as practicable following the date of such prepayment. To the extent the US Borrower does not repatriate any such Restricted Asset Sale Proceeds, the US Borrower shall prepay Term Loans and/or cause Indebtedness of the Foreign Subsidiary that generated the Restricted Asset Sale Proceeds to be permanently prepaid in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale.

(c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the US Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five Business Days after the date on which the financial statements of the US Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders. Notwithstanding the foregoing, the US Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided , that the US Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of amounts constituting Restricted ECF pursuant to clause (b) of the definition thereof as promptly as practicable following the Excess Cash Flow Application Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.14(c)). To the extent the US Borrower does not repatriate the applicable percentage of Restricted ECF, the US Borrower shall prepay Term Loans and/or cause Indebtedness of the applicable Foreign Subsidiary to be permanently prepaid in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable Excess Cash Flow Period on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.14(c).

(d) The US Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii).

prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurocurrency Loans on the last day of the next expiring Interest Period for Eurocurrency Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurocurrency Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurocurrency Loan, and (B) (x) at any time while a Specified Default has occurred and is continuing, the Administrative Agent may, and (y) at any time while a Default or Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the Administrative Agent shall, apply any or all of such amounts to the payment of Eurocurrency Loans. Notwithstanding anything to the contrary herein, if at any time a mandatory prepayment of Term Loans is required to be made pursuant to this Section 2.14 there are no Term Loans outstanding, the mandatory prepayment amounts shall be applied to prepay outstanding Revolving Credit Borrowings; provided that no corresponding permanent reduction of Revolving Credit Commitments will be required.

(f) Notwithstanding anything in this Section 2.14 to the contrary, any First Lien Term Loan Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan Lender) may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined may, subject to the terms of the Second Lien Credit Agreement, be retained by the US Borrower.

(g) If for any reason, (i) the Total US Tranche Revolving Credit Exposure exceeds the sum of the total US Tranche Revolving Credit Commitments then in effect (including after giving effect to any reduction in the US Tranche Revolving Credit Commitments pursuant to Section 2.10), the US Borrower shall immediately prepay US Tranche Revolving Credit Loans and/or cash collateralize the US Tranche Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess or (ii) the sum of the Total Canadian Tranche Revolving Credit Exposure exceeds the sum of the total Canadian Tranche Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Canadian Tranche Revolving Credit Commitments pursuant to Section 2.10), the applicable Borrower shall immediately prepay Canadian Tranche Revolving Credit Loans and/or cash collateralize the Canadian Tranche Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess.

2.15 Interest . (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate (in the case of Borrowings denominated in US Dollars) or CDOR Rate (in the case of Borrowings denominated in Canadian Dollars) for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Following the occurrence and during the continuation of a Specified Default, the applicable Borrower shall pay interest on overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of, or interest on, any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus the rate applicable to ABR First Lien Term Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Credit Loans, upon termination of the Revolving Credit Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Credit Loan that is not made in connection with the termination or permanent reduction of Revolving Credit Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days. The applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate or CDOR Rate shall be determined by the Administrative Agent, and such determination shall be prima facie evidence absent manifest error.

(f) Notwithstanding anything to the contrary in the foregoing clauses (a), (b) and (c), and to the extent in compliance with Section 2.23, 2.24 or 2.25, as applicable, Loans made pursuant to an Incremental Facility or Replacement Facility or extended in connection with an Extension Offer shall bear interest at the rate set forth in the applicable Permitted Amendment to the extent a different interest rate is specified therein.

2.16 Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be prima facie evidence absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or CDOR Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or CDOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency

Revolving Credit Borrowing, in the case of Borrowing Request for a Borrowing denominated in US Dollars, such Borrowing shall be made as, or converted to, an ABR Borrowing and in the case of a Borrowing Request for a Borrowing denominated in Canadian Dollars, such Borrowing shall be made as a Borrowing accruing interest at a rate per annum from time to time determined by the Administrative Agent with the approval of the Majority Facility Lenders of the Canadian Revolving Credit Facility to be the average rate charged to borrowers of similar credit quality as the Borrowers in Canadian Dollars plus the Applicable Margin for ABR Borrowings in effect at such time (the “ Canadian Base Rate ”).

2.17 Increased Costs . (a) If any Change in Law shall:

(i) subject the Administrative Agent, any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes covered under Section 2.19, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (excluding any condition relating to Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender (or in the case of clause (i) above, to the Administrative Agent, such Lender or such Issuing Bank, as the case may be) of making or maintaining any Eurocurrency Loan (or in the case of clause (i) above, any Loan) (or of maintaining its obligation to make any such Loan) or to increase the cost to the Administrative Agent, such Lender or such Issuing Bank, as the case may be, of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, hereunder (whether of principal, interest or otherwise), then the applicable Borrower will pay to the Administrative Agent, such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; provided , in each case, that the Administrative Agent or such Lender or such Issuing Bank has requested such payments from similarly situated borrowers.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by

such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time the applicable Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered; provided , in each case, that the Administrative Agent or such Lender or such Issuing Bank has requested such payments from similarly situated borrowers.

(c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the matters giving rise to a claim under this Section 2.17 by such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the applicable Borrower and shall be prima facie evidence absent manifest error. The applicable Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the US Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the applicable Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender reasonably determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Eurocurrency Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate or CDOR Rate, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower may at its option revoke any pending request for a borrowing of, conversion to or continuation of Eurocurrency Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Loans of such Lender to ABR Loans (in the case of Loans denominated in US Dollars) or to Loans accruing interest at the Canadian Base Rate (in the case of Loans denominated in Canadian Dollars), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

2.18 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is conditional as contemplated by Section 2.12(c) and such condition is not satisfied) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.21(c), then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (determined without regard to the proviso in the definition thereof) or the CDOR Rate (determined without regard to the last proviso in the definition thereof), in each case that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits of a comparable amount and in the same currency and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Borrower and shall be prima facie evidence absent manifest error. Absent manifest error in the determination of such amount, the applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

2.19 Taxes . (a) Any and all payments by or on account of any obligation of any Loan Agreement Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by Requirement of Tax Law. If the applicable Withholding Agent shall be required by Requirement of Tax Law to deduct any Taxes from such payments, then (i) in the case of deduction for Indemnified Taxes or Other Taxes the sum payable shall be increased by the applicable Loan Agreement Party as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.19(a)) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make or cause to be made such deductions and (iii) the applicable Withholding Agent shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with Requirement of Tax Law.

(b) In addition, the applicable Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The US Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the US Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto. A certificate setting forth in reasonable detail the basis for such claim and the calculation of the amount of any such payment or liability shall be delivered to the US Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, and shall be prima facie evidence absent manifest error.

(d) The Borrowers shall indemnify the Administrative Agent, each Lender and each Issuing Bank within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Canadian Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto. A certificate setting forth in reasonable detail the basis for such claim and the calculation of the amount of any such payment or liability shall be delivered to the US Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, and shall be prima facie evidence absent manifest error.

(e) As soon as practicable after any payment of Taxes by a Loan Agreement Party to a Governmental Authority, the Loan Agreement Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f) (i) Each Lender or Issuing Bank other than a Foreign Lender shall deliver to the US Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly executed originals of U.S. Internal Revenue Service (“ IRS ”) Form W-9 (or any successor form) certifying that such Lender or Issuing Bank is exempt from United States Federal withholding Tax. Each Foreign Lender shall deliver to the US Borrower and the Administrative Agent (i) two properly completed and duly executed originals of the applicable U.S. IRS Form W-8BEN, Form W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), or any subsequent versions thereof or successors thereto, (ii) in the case of a Foreign Lender claiming exemption from United States Federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a certificate in the form attached hereto as Exhibit H-1, H-2, H-3 or H-4, as applicable, and two properly completed and duly executed originals of the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, or (iii) any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming exemption from or a reduction in United States Federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the US Borrower and the Administrative Agent to determine the deduction required to

be made, in each case, certifying such Foreign Lender’s entitlement to an exemption from or a reduction in United States Federal withholding Tax with respect to payments of interest to be made hereunder or under any other Loan Documents. Such forms shall be delivered by each Lender or Issuing Bank on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the US Borrower or the Administrative Agent. In addition, each Lender or Issuing Bank shall promptly deliver such forms upon the obsolescence or invalidity of any form previously delivered by such Lender or Issuing Bank. Each Lender or Issuing Bank shall promptly notify the US Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the US Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose). Any Lender or Issuing Bank, if requested by the Administrative Agent or a Borrower, shall deliver such other documentation prescribed by or reasonably requested by the Administrative Agent or such Borrower as will enable the Administrative Agent or such Borrower to determine whether or not such Lender or Issuing Bank is subject to backup withholding or information reporting requirements or entitled to an exemption from or reduction of any withholding tax with respect to any payments hereunder or under any other Loan Document.

(ii) If a payment made to a Lender or Issuing Bank under any Loan Document would be subject to United States Federal withholding Tax imposed pursuant to FATCA if such Lender or Issuing Bank fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or Issuing Bank shall deliver to the applicable Withholding Agent, on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the applicable Withholding Agent, such documentation prescribed by Requirement of Tax Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable Withholding Agent as may be necessary for the applicable Withholding Agent to comply with its obligations under FATCA, to determine whether such Lender or Issuing Bank has or has not complied with such Lender’s or Issuing Bank’s obligations under FATCA and to determine the amount to deduct and withhold from such payment. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender or Issuing Bank, such Lender or Issuing Bank shall, to the extent permitted by Requirement of Tax Law, deliver to the applicable Withholding Agent revised and/or updated documentation sufficient for the applicable Withholding Agent to confirm as to whether such Lender or Issuing Bank has complied with their respective obligations under FATCA. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Notwithstanding any other provision of this Section 2.19, a Lender shall not be required to deliver any form pursuant to this Section 2.19 that such Lender is not legally able to deliver.

(h) Each Lender or Issuing Bank shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender or Issuing Bank and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. Should the applicable Withholding Agent not deduct or withhold any Taxes imposed by FATCA from a payment under any Loan Document based on the documentation provided by a Lender or Issuing Bank pursuant to Section 2.19(f)(ii), any amounts subsequently determined by a Governmental Authority to be subject to United States Federal withholding Tax imposed pursuant to FATCA (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) shall be indemnified by such Lender or Issuing Bank. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Withholding Agent shall be prima facie evidence absent manifest error.

(i) If the Administrative Agent, or any Lender or Issuing Bank, determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Agreement Party or with respect to which a Loan Agreement Party has paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the applicable Loan Agreement Party within a reasonable period (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Agreement Party under this Section 2.19 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender or Issuing Bank and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Agreement Party, upon the request of the Administrative Agent or such Lender or Issuing Bank, agrees to repay the amount paid over to such Loan Agreement Party pursuant to this Section 2.19(i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or Issuing Bank in the event the Administrative Agent or such Lender or Issuing Bank is required to repay such refund to such Governmental Authority. This Section 2.19(i) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the US Borrower, the Canadian Borrower or any other Person.

2.20 Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.17, 2.18 or 2.19, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or if no such time is expressly required, prior to 1:00 p.m. New York City time), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at Eleven Madison Avenue, New York, New York, except payments to be made directly to an Issuing Bank as expressly provided herein and except that payments pursuant to Section 2.17, 2.18, 2.19, 9.3 or pursuant to the Dutch Auction Procedures shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such

payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan and, except as otherwise set forth in any Loan Document, all other payments under each Loan Document shall be made in US Dollars. Any Term Loans paid or prepaid may not be reborrowed.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including Sections 2.21(b) or (c), 2.23, 2.24, 2.25 and 9.4(g) or pursuant to the terms of any Permitted Amendment) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant permitted under this Agreement. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,

distribute to the Lenders or an Issuing Bank, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or an Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at (i) the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (in the case of an amount denominated in US Dollars) and (ii) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount (in the case of an amount denominated in Canadian Dollars).

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.7(d) or (e), 2.8(b), 2.20(d) or 8.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.21 Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.17, or if a Borrower is required to pay any other amount to any Lender or Issuing Bank or any Governmental Authority for the account of any Lender or Issuing Bank pursuant to Section 2.19, then such Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans or Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or Issuing Bank, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be, in the future and (ii) would not subject such Lender or Issuing Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Issuing Bank. The applicable Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender or Issuing Bank in connection with any such designation or assignment.

(b) If any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.17, or if a Borrower is required to pay any other amount to any Lender (or its Participant) or any Governmental Authority for the account of any Lender pursuant to Section 2.19, or if any Lender becomes a Defaulting Lender, then the applicable Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the applicable Borrower shall have received the prior written consent of the Administrative Agent and each Issuing Bank, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and

fees) or the applicable Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date. A Lender shall not be required to make any such assignment and delegation, or to have its Commitments terminated and its obligations hereunder repaid, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Borrower to require such assignment and delegation, or to terminate such Commitments and repay such obligations, cease to apply.

(c) If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.2 requires the consent of all of the Lenders or all affected Lenders or all Lenders or all affected Lenders of a certain Class or Classes or with respect to a certain Class or Classes of the Loans and with respect to which the Required Lenders or the Majority Facility Lenders with respect to the applicable Class or Classes shall have granted their consent, then the applicable Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to either (i) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign all or the affected portion of its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations (other than Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment (including any amount owed pursuant to Section 2.12(e), if applicable), (B) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, (C) in connection with any such assignment the Borrowers, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.4 (including obtaining the consent of the Administrative Agent and each Issuing Bank if so required thereunder); provided that, if the required Assignment and Assumption is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the Obligations (other than Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations, contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrowers owing to such Non-Consenting Lender, (D) the replacement Lender shall pay any processing and recordation fee referred to in Section 9.4(b)(ii)(C), if applicable, in accordance with the terms of such Section and (E) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, terminate the Commitment of such Non-Consenting Lender and repay all obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Non-Consenting Lender as of such termination date; provided that such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable waiver or amendment of the applicable Loan Document or Loan Documents.

2.22 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(b) the Revolving Credit Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender compared to other similarly affected Lenders; provided , further , that no amendment, waiver or modification that would require the consent of a Defaulting Lender under clause (i), (ii), (iii) or (v) of the first proviso of Section 9.2(b) may be made without the consent of such Defaulting Lender;

(i) all or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages in respect of the US Revolving Credit Facility or Canadian Revolving Credit Facility, as applicable, but only to the extent (A) (x) the sum of all non-Defaulting Lenders’ US Tranche Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure attributable to US Tranche Letters of Credit does not exceed the total of all non-Defaulting Lenders’ US Tranche Revolving Credit Commitments and (y) the sum of all non-Defaulting Lenders’ Canadian Tranche Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure attributable to Canadian Tranche Letters of Credit does not exceed the total of all non-Defaulting Lenders’ Canadian Tranche Revolving Credit Commitments and (B) (1) the US Tranche Revolving Credit Exposure of each non-Defaulting Lender after giving effect to such reallocation does not exceed the US Tranche Revolving Credit Commitment of such non-Defaulting Lender and (2) the Canadian Tranche Revolving Credit Exposure of each non-Defaulting Lender after giving effect to such reallocation does not exceed the Canadian Tranche Revolving Credit Commitment of such non-Defaulting Lender;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each Borrower shall, within one Business Day following notice by the Administrative Agent, cash collateralize for the benefit of each applicable Issuing Bank only such Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 7.1 for so long as such LC Exposure is outstanding;

(iii) if a Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized except to the extent of such fees that became due and payable by such Borrower prior to the date such Lender became a Defaulting Lender (it being understood that any cash collateral provided pursuant to this Section 2.22(c) shall be released promptly following the termination of the Defaulting Lender status of the applicable Lender);

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.13(a) and Section 2.13(b) shall be adjusted in accordance with such non-Defaulting Lenders’ US Tranche Percentages and Canadian Tranche Percentages, as applicable;

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all fees payable under Section 2.13(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized;

(d) so long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.22(c), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein); and

(e) if a Defaulting Lender has Canadian Tranche Revolving Credit Commitments or US Tranche Revolving Credit Commitments, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Canadian Tranche Letters of Credit or US Tranche Letters of Credit, as applicable, the Canadian Tranche Percentage or the US Tranche Percentage, as applicable, of each non-Defaulting Lender with a Canadian Tranche Revolving Credit Commitment or US Tranche Revolving Credit Commitment, as applicable, shall be computed without giving effect to the Canadian Tranche Revolving Credit Commitment or US Tranche Revolving Credit Commitment, as applicable, of the Defaulting Lender.

In the event that the Administrative Agent, each Borrower and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such

Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders, if any, as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage, and such Lender shall then cease to be a Defaulting Lender with respect to subsequent periods unless such Lender shall thereafter become a Defaulting Lender.

2.23 Incremental Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the US Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to incur additional First Lien Term Loans or add one or more additional tranches of term loans (the “ Other Term Loans ” and, together with any additional First Lien Term Loans incurred pursuant to this Section 2.23, “ Incremental Term Loans ”) or one or more increases in the Revolving Credit Commitments (“ Incremental Revolving Commitments ”; each such increase or tranche, an “ Incremental Facility ”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any time, the greater of (x) the sum of (1) $50,000,000 minus (2) the aggregate amount of Incremental Second Lien Term Loans (as defined in the Second Lien Credit Agreement) incurred under the Second Lien Dollar Basket prior to such time minus (3) the aggregate amount of all Incremental Facilities established prior to such time pursuant to this Section 2.23 (the amount available under this clause (x), the “ First Lien Dollar Basket ”) and (y) such other amount (each such Incremental Facility incurred under this clause (y), a “ Ratio-Based Incremental Facility ”) so long as, upon the effectiveness of each Incremental Facility Amendment, the First Lien Leverage Ratio, determined on a Pro Forma Basis (after giving effect to any Pro Forma Transaction, including any acquisition consummated with the proceeds of such Ratio-Based Incremental Facility), in each case, as if such Ratio-Based Incremental Facility (and Revolving Credit Loans in an amount equal to the full amount of any such Incremental Revolving Commitments) had been outstanding on the last day of such Relevant Reference Period ( provided that the First Lien Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Ratio-Based Incremental Facility (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the First Lien Leverage Ratio)), shall not exceed 4.40:1.00. All Incremental Term Loans and Incremental Revolving Commitments shall be in an integral multiple of $1,000,000 and in an aggregate principal amount that is not less than $10,000,000 in the case of Incremental Term Loans or $5,000,000 in the case of Incremental Revolving Commitments (or in each case such lesser minimum amount reasonably approved by the Administrative Agent); provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability under the First Lien Dollar Basket or in respect of Ratio-Based Incremental Facilities.

(b) Any Incremental Term Loans in the form of Other Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the Revolving Credit Commitments and the other outstanding Term Loans as set forth in the relevant Incremental Facility Amendment (which shall be reasonably satisfactory to the Administrative

Agent) and shall not be guaranteed by any Subsidiary that is not also a Guarantor, (ii) for purposes of prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Amendment, less favorably than) the other outstanding Term Loans and (iii) other than amortization, maturity date, conditions precedent and pricing (including interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Incremental Facility Amendment), shall have the same terms as the First Lien Term Loans or such terms as are reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant is added for the benefit of the Lenders providing such Other Term Loans, such financial maintenance covenant shall be deemed reasonably satisfactory to the Administrative Agent and no further consent from the Administrative Agent or any of the Lenders of other outstanding Term Loans shall be required so long as such financial maintenance covenant (1) is also added for the benefit of all then outstanding Term Loans or (2) only becomes applicable after the Latest Maturity Date of the then outstanding Term Loans); provided that (A) in respect of any Other Term Loans that are incurred within 18 months of the Closing Date, if the effective yield (which, for such purpose only, shall be deemed to take account of interest rate margin and any then applicable benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (1) the weighted average life of such Other Term Loans and (2) four years) payable to all Lenders providing such Other Term Loans (but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all Lenders (in their capacity as such) providing such Other Term Loans)) on such Other Term Loans determined as of the initial funding date for such Other Term Loans exceeds the effective yield (determined on same basis as the preceding parenthetical) on the First Lien Term Loans or any then existing Incremental Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Margin relating to the First Lien Term Loans or such then existing Incremental Term Loans, as applicable, shall be adjusted and/or the US Borrower will pay additional fees to Lenders holding First Lien Term Loans or such then existing Incremental Term Loans, as applicable, in order that such effective yield on such Other Term Loans shall not exceed such effective yield on the First Lien Term Loans or such then existing Incremental Term Loans by more than 0.50%; provided that if such adjustment is required due to the application of a higher interest rate benchmark floor on such Other Term Loans, such adjustment shall be effected solely through an increase in the interest rate benchmark floor of the First Lien Term Loans or such then-existing Incremental Term Loans, as applicable (or if no interest rate benchmark floor applies to the First Lien Term Loans or such then-existing Incremental Term Loans, as applicable, at such time, an interest rate benchmark floor shall be added), (B) any Other Term Loans shall not have a final maturity date earlier than the then Latest Maturity Date of the then remaining First Lien Term Loans or then existing Incremental Term Loans and (C) any Other Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the later of the then remaining First Lien Term Loans or then existing Incremental Term Loans, as applicable. Any Incremental Revolving Commitment shall be on terms identical to the Revolving Credit Commitments under the Revolving Credit Facility proposed to be increased thereby and, for the avoidance of doubt, such Incremental Revolving Commitment shall be deemed a Revolving Credit Commitment of the applicable Revolving Credit Facility pursuant to the applicable Incremental Facility Amendment (it being understood that an Incremental Facility establishing Incremental Revolving Commitments will

not create a separate Revolving Credit Facility and such Incremental Revolving Commitments be deemed a part of the applicable Revolving Credit Facility); provided that the Applicable Margin and the Facility Fee Rate, in each case applicable to the Revolving Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility, may be increased, without the consent of any Lender, in connection with the incurrence of any Incremental Revolving Commitment such that the Applicable Margin and the Facility Fee Rate of such Revolving Credit Commitments are identical to those of the Incremental Revolving Commitments. Any Incremental Term Loans that are not Other Term Loans shall be on terms identical to the First Lien Term Loans and, for the avoidance of doubt, such Incremental Term Loans shall be deemed a First Lien Term Loan pursuant to the applicable Incremental Facility Amendment.

(c) Each notice from any Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans and/or Incremental Revolving Commitments; provided that any notice for Incremental Term Loans shall specify whether the Incremental Term Loans will be incurred in the form of additional First Lien Term Loans or Other Term Loans. Any Additional Lenders that elect to extend Incremental Term Loans or Incremental Revolving Commitments shall be reasonably satisfactory to the US Borrower and to the extent such Incremental Revolving Commitments are in respect of the Canadian Revolving Credit Facility, the Canadian Borrower, and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent and, with respect to any Incremental Revolving Commitment, each Issuing Bank (in each case, any approval thereof not to be unreasonably withheld, delayed or conditioned), and, if not already a Lender, shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each, an “ Incremental Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the US Borrower and, to the extent relating to the Canadian Revolving Credit Facility, the Canadian Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than the applicable Borrowers, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Commitments, unless it so agrees. Commitments in respect of any Incremental Term Loans or Incremental Revolving Commitments shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the applicable Borrowers, to effect the provisions of this Section (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to (i) the payment in full of all fees and expenses owing to the Administrative Agent and the Lenders in respect of such Incremental Facility, to the extent invoiced prior to such date, and (ii) the satisfaction or waiver on the date thereof (each, an “ Incremental Facility Closing Date ”) of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of making any extension of credit in Section 4.2 shall be deemed to refer to the Incremental Facility Closing Date; provided that, in connection with the incurrence of any Incremental Term Loans, if the proceeds of such Incremental Term Loans are, substantially concurrently with the receipt thereof, to be used by the US Borrower or any

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Loan Party to finance, in whole or in part, a Permitted Acquisition, then the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the US Borrower (or any Subsidiary of Holdings or the US Borrower) has the right to terminate the obligations of Holdings, the US Borrower or such Subsidiary under such acquisition agreement or not consummate such acquisition as a result of the inaccuracy of such representations or warranties in such acquisition agreement). To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the US Borrower and the Restricted Subsidiaries. Upon each increase in the Revolving Credit Commitments of a Revolving Credit Facility pursuant to this Section, each Revolving Credit Lender under such Revolving Credit Facility immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each an “ Incremental Revolving Lender ”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit under the applicable Revolving Credit Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Credit Lender in such Revolving Credit Facility (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders in such Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment thereunder. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the US Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to any Incremental Revolving Commitment, the outstanding Revolving Credit Loans are held by the Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the applicable Revolving Credit Facility. The foregoing may be accomplished at the discretion of the Administrative Agent, following consultation with the US Borrower, (A) by requiring the outstanding Revolving Credit Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (B) by causing non-increasing Revolving Credit Lenders to assign portions of their outstanding Revolving Credit Loans to new or increasing Revolving Credit Lenders, (C) by a combination of the foregoing or (D) by any other means agreed to by the Administrative Agent and the US Borrower, and any such prepayment or assignment shall be subject to Section 2.18 but shall otherwise be without premium or penalty. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to the immediately preceding sentence. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.3 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

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(d) At any time and from time to time, subject to the terms and conditions set forth herein, the US Borrower may, subject to providing notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt, the aggregate amount of Incremental Facilities then permitted to be incurred under Section 2.23(a); provided that, for purposes of determining the amount available under Section 2.23(a), all Incremental Equivalent Debt will be deemed to constitute Consolidated First Lien Debt irrespective of whether the terms of the notes or loans constituting such Incremental Equivalent Debt satisfy the requirements in the definition thereof; provided , further , that the incurrence of any Incremental Equivalent Debt shall reduce, on a dollar-for-dollar basis, the aggregate amount of Incremental Facilities permitted to be incurred under Section 2.23(a). As a condition precedent to the issuance of any Incremental Equivalent Debt pursuant to this Section, (i) the US Borrower shall deliver to the Administrative Agent a certificate of the US Borrower dated as of the date of issuance of the Incremental Equivalent Debt signed by a Responsible Officer of the US Borrower, certifying and attaching the resolutions adopted by the US Borrower approving or consenting to the execution and delivery of the applicable financing documentation in respect of such Incremental Equivalent Debt and the issuance of such Incremental Equivalent Debt, and certifying that the conditions precedent set forth in the following subclauses (ii) through (vii) have been satisfied, (ii) such Incremental Equivalent Debt shall rank pari passu or junior in right of payment and shall not have guarantees from any Subsidiary that is not also a Guarantor and if secured, shall not be secured by any assets not constituting Collateral, (iii) such Incremental Equivalent Debt shall have a final maturity no earlier than the date that is 91 days after the Latest Maturity Date at the time of issuance, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall (A) not be shorter than 91 days plus the Weighted Average Life to Maturity of any remaining Term Loans, or (B) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions), (v) no Default or Event of Default shall have occurred and be continuing or would result from the issuance of such Incremental Equivalent Debt and (vi) all fees and expenses owing to the Administrative Agent and the Lenders or other financial institutions in respect of such Incremental Equivalent Debt, to the extent invoiced prior to such date, shall have been paid in full.

2.24 Replacement Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the US Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to replace all or a portion of the Term Loans under any Facility with one or more additional tranches of term loans under this Agreement (the “ Replacement Term Loans ”) or replace all of any Revolving Credit Facility with a new revolving credit facility under this Agreement (the “ Replacement Revolving Facility ”; each such replacement facility, a “ Replacement Facility ”); provided that at the time of each such request and upon the effectiveness of each Replacement Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Each tranche of Replacement Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $25,000,000 (or such lesser minimum amount approved by the Administrative Agent) and shall not exceed the principal amount of the Term Loans being replaced (plus the amount of

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fees, expenses and original issue discount incurred in connection with such Replacement Term Loans). The amount of each Replacement Revolving Facility shall not exceed the amount of the Revolving Credit Facilities being replaced (plus the amount of fees, expenses, original issue discount, and upfront fees incurred in connection with such Replacement Revolving Facility). The Net Cash Proceeds of any Replacement Term Loans shall be applied only to prepay the Term Loans of the Class of Term Loans that such Replacement Term Loans are replacing.

(b) Any Replacement Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the Revolving Credit Commitments and the other Term Loans pursuant to the relevant Replacement Facility Amendment (which shall be reasonably satisfactory to the Administrative Agent) and (ii) other than voluntary prepayment, maturity date, conditions precedent and pricing (including interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Replacement Facility Amendment) shall have the same terms as (or, to the extent set forth in the relevant Replacement Facility Amendment, terms, when taken as a whole, not materially more favorable to the lenders providing such Replacement Term Loans than the terms applicable to) the Term Loans being replaced; provided that (A) any Replacement Term Loans shall not have a final maturity date earlier than the final scheduled maturity date of the Term Loans being replaced, (B) any Replacement Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then remaining Term Loans under the applicable Class, (C) principal of and interest on any Term Loans being replaced with Replacement Term Loans shall be paid in full on the Replacement Facility Closing Date for the applicable Replacement Term Loans and (D) the Term Loans of each Lender under the replaced Class shall be prepaid ratably. The principal of and interest on any outstanding Revolving Credit Loans under any replaced Revolving Credit Facility, together with all fees owed by the US Borrower under such Revolving Credit Facility, shall be paid in full and all outstanding Letters of Credit will be replaced, cash collateralized or continued on terms reasonably satisfactory to the Lenders under such Revolving Credit Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Revolving Facility (x) shall not have a final maturity date earlier than the final scheduled maturity date of the replaced Revolving Credit Facility and (y) shall be on the terms and pursuant to the documentation applicable to the Revolving Credit Commitments under such replaced Revolving Credit Facility (other than maturity date, conditions precedent and pricing (including interest rate, fees, funding discounts and prepayment premiums)) or on such other terms reasonably acceptable to the Administrative Agent and the US Borrower, as set forth in the relevant Replacement Facility Amendment. The obligations under any Replacement Facility shall not be guaranteed by any Person other than a Guarantor, and, if secured, the obligations under any Replacement Facility shall not be secured by a Lien on any Property other than Property that constitutes Collateral. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the US Borrower and the Lenders under such Replacement Facility and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Replacement Facility is issued, incurred or obtained or the date on which all non-refinanced Obligations (excluding Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations, in each case, which are not then due and payable) are paid in full.

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(c) Each notice from the US Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Term Loans and/or Replacement Revolving Facility. Any Additional Lender that elects to extend Replacement Term Loans or commitments under a Replacement Revolving Facility shall be reasonably satisfactory to the US Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a “ Replacement Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the US Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the US Borrower, the Administrative Agent and the Additional Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide any Replacement Term Loans or commitment for any Replacement Revolving Facility, unless it so agrees. Commitments in respect of any Replacement Term Loans or Replacement Revolving Facility shall become Commitments under this Agreement. A Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the US Borrower, to effect the provisions of this Section (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, a “ Replacement Facility Closing Date ”) of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of making any extension of credit in Section 4.2 shall be deemed to refer to the Replacement Facility Closing Date). The proceeds of any Replacement Term Loans will be used solely to repay the replaced Facility (or replaced portion thereof). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the applicable Borrower and the Restricted Subsidiaries. No Replacement Revolving Facility may be implemented unless such Facility has provisions reasonably satisfactory to the Administrative Agent and each Issuing Bank with respect to Letters of Credit then outstanding under the Revolving Credit Facility being replaced. Only one US Revolving Credit Facility and one Canadian Revolving Credit Facility shall be in effect at any time ( provided that multiple tranches of Revolving Credit Commitments may be outstanding thereunder on the terms applicable thereto pursuant to this Agreement and any applicable Permitted Amendments), and any Replacement Revolving Facility shall replace the US Revolving Credit Facility, the Canadian Revolving Credit Facility, or both, as applicable, under the Loan Documents. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.24.

(d) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Replacement Term Loans or Commitments under a Replacement Revolving Facility (“ Replacement Revolving Credit Commitments ”), the

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US Borrower may offer any Lender of a Term Loan Facility or then-existing Revolving Credit Facility that has previously been subject to a Replacement Facility Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Replacement Facility Amendment on the applicable Replacement Facility Closing Date the right to convert all or any portion of its Term Loans or Revolving Credit Commitments into such Class of Replacement Term Loans or Replacement Revolving Credit Commitments, as applicable, provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Replacement Term Loans and additional Replacement Revolving Credit Commitments, (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Replacement Term Loans and Replacement Revolving Credit Commitments, as applicable, and (y) with respect to any additional Replacement Term Loans, shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to any such Replacement Term Loans, (iii) any Lender which elects to participate in a Replacement Facility pursuant to this clause (d) shall enter into a joinder agreement to the respective Replacement Facility Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the US Borrower and the other Loan Parties (and to the extent of any Replacement Facility with respect to the Canadian Revolving Credit Facility, the Canadian Borrower) and (iv) any such additional Replacement Term Loans and additional Replacement Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Term Loans or existing Revolving Credit Commitments less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the US Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of Replacement Term Loans or a new tranche of Replacement Revolving Credit Commitments.

2.25 Extensions of Term Loans and Revolving Credit Commitments . (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the US Borrower to all Lenders of Term Loans with a like maturity date or Revolving Credit Commitments with a like maturity date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Credit Commitments with a like maturity date, as the case may be) and on the same terms to each such Lender, the US Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and/or Revolving Credit Commitments and otherwise modify the terms of such Term Loans and/or Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Credit Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Term Loans) (each, an “ Extension ”, and each group of Term Loans or Revolving Credit Commitments, as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Credit Commitments (in each case

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not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term Loans from which they were extended, and any Extended Revolving Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments from which they were extended), so long as the following terms are satisfied: (i) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), conditions precedent and maturity (which shall be set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Revolving Credit Lender that agrees to an Extension with respect to such Revolving Credit Commitment (an “ Extending Revolving Credit Lender ”) extended pursuant to an Extension (an “ Extended Revolving Credit Commitment ”), and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings), (B) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Extended Revolving Credit Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the applicable Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (3) assignments and participations of Extended Revolving Credit Commitments and extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans and (4) at no time shall there be Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than two different maturity dates, (ii) (1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (ii)(2), (ii)(3) and (iii), be set forth in the relevant Extension Offer), the Term Loans of any Term Loan Lender that agrees to an Extension with respect to such Term Loans (an “ Extending Term Lender ”) extended pursuant to any Extension (“ Extended Term Loans ”) shall have the same terms as the tranche of Term Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Term Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby, (3) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Extension Offer ( provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Term Loans of the Class being extended), (iii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Credit

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Commitments, as the case may be, in respect of which Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Credit Commitments, as the case may be, offered to be extended by the US Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Credit Loans, as the case may be, of such Term Loan Lenders or Revolving Credit Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Loan Lenders or Revolving Credit Lenders, as the case may be, have accepted such Extension Offer and (iv) all documentation in respect of such Extension shall be consistent with the foregoing.

(b) With respect to all Extensions consummated by the US Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Term Loans or Revolving Credit Commitments to be tendered. The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.25.

(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than (A) the consent of the US Borrower (and the Canadian Borrower if such Extension is in respect of the Canadian Revolving Credit Facility) and each Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Credit Commitments (or a portion thereof) and (B) with respect to any Extension of the Revolving Credit Commitments, the consent of the Issuing Bank, which consent shall not be unreasonably withheld, conditioned or delayed. All Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “ Extension Amendment ”) with the applicable Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments or Term Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the applicable Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. In addition, if so provided in such amendment and with the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Revolving Credit Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance with the terms of such amendment; provided , however , that such participation interests shall, upon

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receipt thereof by the relevant Lenders holding Extended Revolving Credit Commitments, be deemed to be participation interests in respect of such Extended Revolving Credit Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, the US Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.

(e) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Extended Term Loans or Extended Revolving Credit Commitments, the US Borrower may offer any Lender of a Term Loan Facility or Revolving Credit Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Term Loans or Revolving Credit Commitments into such Class of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Term Loans and additional Extended Revolving Credit Commitments, (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Term Loans and Extended Revolving Credit Commitments, as applicable, and (y) with respect to any additional Extended Term Loans shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to any such Extended Term Loans, (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the US Borrower and the other Loan Parties (and to the extent of any Extension Amendment with respect to the Canadian Revolving Credit Facility, the Canadian Borrower) and (iv) any such additional Extended Term Loans and additional Extended Revolving Credit Commitments shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Term Loans or existing Revolving Credit Commitments less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the US Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of a new Extended Term Loans or new Extended Revolving Credit Commitments.

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SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Arrangers, the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the Borrowers hereby jointly and severally represent and warrant to each Arranger, each Agent and each Lender that:

3.1 Financial Condition . (a)(i) The pro forma combined balance sheet of the US Borrower as of June 30, 2013, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (including the notes thereto) (the “ Pro Forma Balance Sheet ”) and (ii) the pro forma combined statements of income and cash flows of the US Borrower for the twelve-month period ended June 30, 2013, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such twelve-month period (together with the Pro Forma Balance Sheet, the “ Pro Forma Financial Statements ”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith based on information available to the US Borrower as of the date of delivery thereof and assumptions believed by the US Borrower to be reasonable when made and at the time so furnished, and present fairly in all material respects on a pro forma basis, in the case of (i) above, the estimated financial position of the US Borrower (after giving effect to the Transactions as described in clause (i) above) as at June 30, 2013, and, in the case of (ii) above, the estimated results of operations for the period covered thereby (after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period).

(b) The audited combined balance sheets of the Business as at December 31, 2011 and December 31, 2012, and the related combined statements of income, stockholders’ equity and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the combined financial condition of the Business as at such date, and the combined results of its operations, changes in stockholders’ equity and combined cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein) applied consistently throughout the periods involved (except as disclosed therein).

(c) The unaudited combined balance sheets and related statements of income, stockholders’ equity and cash flows of the Business for the fiscal quarter ended June 30, 2013, copies of which have heretofore been furnished to the Administrative Agent, present fairly in all material respects the combined financial condition of the Business as at such date, and the combined results of its operations, changes in stockholders’ equity and combined cash flows for the fiscal quarter then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein.

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3.2 No Change . Since the Closing Date, there has been no development or event, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

3.3 Corporate Existence; Compliance with Law . Each of Holdings, the US Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing or in full force and effect under the laws of the jurisdiction of its organization (to the extent such concepts exist in such jurisdictions), (b) has the organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign organization and in good standing or in full force and effect under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of the foregoing clauses (a) (solely with respect to Restricted Subsidiaries), (b), (c) and (d), as would not, in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

3.4 Organizational Power; Authorization; Enforceable Obligations . Each Loan Agreement Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to borrow hereunder. Each Loan Agreement Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4, (iii) the filings referred to in Section 3.17, (iv) filings necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (including the corresponding filings under the Second Lien Loan Documents) and (v) those consents, authorizations, filings and notices the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Agreement Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Agreement Party that is a party thereto, enforceable against each such Loan Agreement Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar . The execution, delivery and performance by each Loan Agreement Party of each Loan Document to which such Person is a party, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to, or violate or result in a default under, any Contractual Obligation of Holdings, the US Borrower or any of its Restricted Subsidiaries, except, in each case, as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective Properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than Permitted Liens).

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3.6 No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrowers, threatened in writing by or against Holdings, the US Borrower or any of its Restricted Subsidiaries or against any of their respective properties or revenues (a) with respect to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would have or reasonably be expected to have a Material Adverse Effect (after giving effect to applicable insurance).

3.7 Ownership of Property; Liens . Each of Holdings, the US Borrower and its Restricted Subsidiaries has good title to, or a valid leasehold interest in, all real property and other Property material to the conduct of its business except where the failure to have such title or interests would not have or reasonably be expected to have a Material Adverse Effect.

3.8 Intellectual Property . Except as would not have or reasonably be expected to result in a Material Adverse Effect, (i) Holdings, the US Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted (“ Company Intellectual Property ”); (ii) no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any Company Intellectual Property or the validity or effectiveness of any Company Intellectual Property, nor does Holdings or either Borrower know of any valid basis for any such claim; and (iii) to the knowledge of Holdings and the Borrowers, the use of Company Intellectual Property by Holdings, the US Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person.

3.9 Taxes . Each of Holdings, the US Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Federal income and all state and other tax returns that are required to be filed and has timely paid all Federal income and all state and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its Properties or income due and payable by it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the US Borrower or its Restricted Subsidiaries, as the case may be) except, in each case, where the failure to do so would not have or reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrowers, no material written claim has been asserted with respect to any taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the US Borrower or its Restricted Subsidiaries, as the case may be).

3.10 Federal Regulations . No part of the proceeds of any Loans will be used by Holdings, the US Borrower or any of its Subsidiaries for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If reasonably requested by the Administrative Agent on behalf of any

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Lender, the applicable Borrower will furnish to the Administrative Agent (for delivery to such Lender) a statement to the foregoing effect for the benefit of such Lender in conformity with the requirements of FR Form G-3 or FR Form U 1 referred to in Regulation U. On the Closing Date, none of Holdings, the US Borrower or any of its Subsidiaries owns any “margin stock”.

3.11 ERISA . Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor the failure of any Loan Agreement Party or Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period, (iii) neither the US Borrower nor any Commonly Controlled Entity has had, or is reasonably likely to have, a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, (iv) no failure by any Loan Agreement Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code has occurred, (v) there has not been a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), and (vi) to the knowledge of Holdings or the Borrowers, no such Multiemployer Plan is in Reorganization, Insolvent, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

3.12 Investment Company Act . No Loan Agreement Party is an “investment company” within the meaning of the Investment Company Act of 1940.

3.13 Restricted Subsidiaries . (a) The Restricted Subsidiaries listed on Schedule 3.13(a) constitute all the Restricted Subsidiaries of Holdings as of the Closing Date. Schedule 3.13(a) sets forth as of the Closing Date the exact legal name (as reflected on the certificate of incorporation (or formation)) and jurisdiction of incorporation (or formation) of each Restricted Subsidiary of Holdings and, as to each such Restricted Subsidiary, the percentage and number of each class of Capital Stock of such Restricted Subsidiary owned by Holdings, the US Borrower and its Restricted Subsidiaries.

(b) As of the Closing Date, except as set forth on Schedule 3.13(b), there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, directors, managers and consultants and directors’ qualifying shares) of any nature relating to any Capital Stock of the US Borrower or any Restricted Subsidiary.

3.14 Use of Proceeds . The proceeds of the First Lien Term Loans shall be used on the Closing Date, together with the proceeds of the Second Lien Term Loans and the Equity

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Contribution, to (i) pay the consideration due to the Seller under the Acquisition Agreement, (ii) repay Existing Debt and (iii) pay the Transaction Costs. Subject to the limitations set forth in Section 2.4, the proceeds of the Revolving Credit Loans shall be used on the Closing Date and from time to time thereafter for general corporate purposes of the US Borrower and its Restricted Subsidiaries. The proceeds of any Loans under an Incremental Facility shall be used as specified in the relevant Incremental Facility Amendment. The proceeds of the Replacement Term Loans shall be used as specified in Section 2.24. Letters of Credit shall be used solely to support payment obligations incurred in the ordinary course of business by the US Borrower and its Subsidiaries, including to backstop or replace Letters of Credit relating to the Business outstanding on the Closing Date.

3.15 Environmental Matters . Other than exceptions to any of the following that would not, in the aggregate, reasonably have or be expected to have a Material Adverse Effect:

(a) Holdings, the US Borrower and its Restricted Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are in compliance with all of their Environmental Permits;

(b) to the knowledge of Holdings, the US Borrower or any of its Restricted Subsidiaries, Hazardous Materials are not present at, on, under or in any real property now or formerly owned, leased or operated by Holdings, the US Borrower or any of its Restricted Subsidiaries, or at any other location (including any location to which Hazardous Materials have been sent by Holdings, the US Borrower or any of its Restricted Subsidiaries for re-use or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to the imposition of Environmental Liabilities on Holdings, the US Borrower or any of its Restricted Subsidiaries, or (ii) interfere with Holdings’, the US Borrower’s or any of its Restricted Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any real property owned or leased by Holdings, the US Borrower or any of its Restricted Subsidiaries;

(c) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) pursuant to any Environmental Law to which Holdings, the US Borrower or any of its Restricted Subsidiaries is named as a party that is pending or, to the knowledge of Holdings, the US Borrower or any of its Restricted Subsidiaries, threatened in writing;

(d) neither Holdings, the US Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law;

(e) neither Holdings, the US Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or Environmental Liability; and

(f) none of Holdings, the US Borrower or any of its Restricted Subsidiaries has assumed or retained by contract, or is otherwise subject to, any Environmental Liability.

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3.16 Accuracy of Information, etc . None of (a) the Confidential Information Memorandum or (b) any other written information, report, financial statement, exhibit or schedule furnished by or on behalf of Holdings, the US Borrower or the other Subsidiaries to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (as modified or supplemented by other information so furnished but excluding projected financial information and information of a general economic, forward looking or industry-specific nature), when taken as a whole, contained or contains as of the date the same was or is furnished any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading; provided that (i) the foregoing representation and warranty, insofar as it relates to the Business, is made to the best knowledge of Holdings only, and (ii) to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast, projection or other forward looking statement, each of Holdings and the Borrowers represents only that it acted in good faith based upon assumptions believed by management of Holdings to be reasonable at the time made and at the time furnished (it being understood that forecasts and projections by their nature are inherently uncertain, that actual results may differ significantly from the forecasted or projected results and that such differences may be material and no assurances are being given that the results reflected in the forecasts and projections will be achieved).

3.17 Security Documents . (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office and such other filings as are specified by the Guarantee and Collateral Agreement have been completed, the Lien on the Collateral created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior to the Liens of any other Person (except Permitted Liens).

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(b) Each of the Mortgages executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices designated by the US Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents).

3.18 Solvency . After giving effect to the Transactions to be consummated on the Closing Date, the US Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

3.19 Patriot Act; FCPA; OFAC . (a) To the extent applicable, each Loan Agreement Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001) (the “ Act ”). No part of the proceeds of the Loans will be used by Holdings, the Borrowers or any of their Subsidiaries, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

(b) None of Holdings, the US Borrower or any Restricted Subsidiary nor, to the knowledge of Holdings or the US Borrower, any director, officer, agent, employee or Affiliate of Holdings, the US Borrower or any Restricted Subsidiary, (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and none of Holdings, the US Borrower or any Restricted Subsidiary will directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

3.20 Broker’s or Finder’s Commissions . No broker’s or finder’s fee or commission will be payable with respect to the execution and delivery of this Agreement and the other Loan Documents.

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the US Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the US Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the US Borrower or any Restricted Subsidiary is bound.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Extension of Credit . The agreement of each Lender and Issuing Bank to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a) Loan Documents . The Administrative Agent shall have received (i) this Agreement, executed and delivered by each party hereto, (ii) the Guarantee and Collateral Agreement, executed and delivered by each party thereto and (iii) the Intercreditor Agreement, executed and delivered by each party thereto.

(b) Acquisition Transactions. The following transactions shall have been consummated, or shall be consummated substantially currently with the initial Borrowings under the Facilities:

(i) The Acquisition shall have been consummated in accordance with applicable law and the terms of the Acquisition Agreement (without any amendments, modifications, or waivers thereof, or consents thereunder, that are materially adverse to the interests of the US Borrower, the Lenders or the Arrangers (unless the Administrative Agent has given its prior written consent)); provided that (A) a reduction by less than 10% in the consideration payable under the Acquisition Agreement shall be deemed to be not materially adverse so long as no less than 30% of any such reduction in the consideration payable under the Acquisition Agreement shall reduce the amount of funded debt under the Second Lien Credit Agreement and, thereafter, the funded debt under the Term Loan Facility on a dollar-for-dollar basis and (B) any increase in the purchase price shall be deemed to be not materially adverse so long as such increase is funded solely by a contribution of cash to the common equity of Holdings (which shall in turn be contributed to the common equity of the US Borrower) (otherwise, any change in the purchase price of the Acquisition other than those described in clause (A) or (B) shall be deemed to be materially adverse to the interests of the US Borrower, the Lenders and the Arrangers), and (C) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the US Borrower, the Lenders and the Arrangers.

(ii) The Equity Contribution shall have been made in at least an amount equal to 30.0% of the pro forma total consolidated debt and equity capitalization of Holdings and its Subsidiaries on the Closing Date after giving effect to the Transactions; provided that the Sponsor shall own, directly or indirectly, not less than 51.0% of the total voting equity of Holdings (after giving effect to the Transactions).

(iii) The Refinancing shall have been consummated.

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(c) Pro Forma Balance Sheet; Financial Statements . The Administrative Agent shall have received (i) the Pro Forma Financial Statements, (ii) audited combined balance sheets and related statements of income, stockholders’ equity and cash flows of the Business for the 2011 and 2012 fiscal years and (iii) unaudited combined balance sheets and related statements of income, stockholders’ equity and cash flows of the Business for the fiscal quarters ended March 31, 2013 and June 30, 2013.

(d) Fees . All fees and expenses in connection with the Facilities (including reasonable out-of-pocket legal fees and expenses) payable by Holdings or the US Borrower to the Lenders, the Arrangers and the Agents on or before the Closing Date shall have been paid to the extent then due; provided that all such amounts shall be required to be paid, as a condition precedent to the Closing Date, only to the extent invoiced at least one Business Day prior to the Closing Date.

(e) Solvency Certificate . The Lenders shall have received a solvency certificate in the form of Exhibit J from both the vice president and treasurer of the US Borrower with respect to the solvency of the US Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions.

(f) Closing Certificate . The Administrative Agent shall have received a certificate of each Loan Agreement Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

(g) Other Certifications . The Administrative Agent shall have received the following:

(i) a copy of the charter or other similar organizational document of each Loan Agreement Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;

(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Agreement Party is organized, dated reasonably near the date of the initial extension of credit, certifying that (A) such Person has paid all franchise taxes to the date of such certificate and (B) such Person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and

(iii) a certificate of the Secretary or Assistant Secretary of each Loan Agreement Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating, management or partnership agreement of such Loan Agreement Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or members of other governing body, as applicable, of such Loan Agreement Party authorizing the execution,

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delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Agreement Party have not been amended since the date the documents furnished pursuant to clause (i) above were certified, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Agreement Party;

(h) Legal Opinions . The Administrative Agent shall have received the legal opinion of (i) Gibson, Dunn & Crutcher LLP, counsel to Holdings, the US Borrower and certain of its Subsidiaries and (ii) Osler, Hoskin & Harcourt LLP, counsel to the Canadian Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(i) Pledged Capital Stock; Stock Powers; Acknowledgment and Consent; Pledged Notes . The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement (if such shares are certificated), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A to the Guarantee and Collateral Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement that is not itself a party to the Guarantee and Collateral Agreement and (iii) subject to the last sentence of Section 4.1, each promissory note required to be delivered by the Loan Parties pursuant to the Guarantee and Collateral Agreement endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(j) No Material Adverse Effect. Since December 31, 2012, no event, change or condition shall have occurred that has had, or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.

(k) Security Interests . The Administrative Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by a Responsible Officer of the US Borrower, together with all attachments contemplated thereby, the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and the results of the tax lien searches and copies of the financing statements and any tax lien statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements and tax lien statements (or similar documents) are permitted by Section 6.3 or have been or will contemporaneously with the initial funding of the Loans on the Closing Date be released or terminated. Subject to the last sentence of this Section 4.1, (A) with respect to each Mortgaged Property, the Administrative Agent shall have received a duly executed Mortgage covering such Mortgaged Property and shall have received such other deliverables relating thereto that comply with the requirements set forth in Section 5.9(b) with respect to real property (including at the reasonable request of the Administrative Agent) and (B) each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent (subject to the terms of Section 5.9(d)) to be filed, registered or recorded in order to create in favor of the

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Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation.

(l) Know Your Customer and Other Required Information. The Administrative Agent and the Arrangers shall have received, no later than five Business Days prior to the Closing Date, all documentation and other information about the US Borrower, the Canadian Borrower and the Guarantors as has been reasonably requested in writing by the Administrative Agent and the Arrangers with respect to applicable “know your customer” and anti-money laundering rules and regulations including the Act.

(m) Representations and Warranties. The Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct as of the Closing Date, except in the case of any Specified Acquisition Agreement Representation or Specified Representation expressly stated to relate to a specific earlier date, in which case such Specified Acquisition Agreement Representation or Specified Representation shall be true and correct as of such earlier date.

Notwithstanding anything to the contrary herein or otherwise, to the extent any Collateral, including the perfection of any security interest, is not or cannot be provided on the Closing Date (other than (A) the pledge and perfection of security interests, to the extent required hereunder and under the Guarantee and Collateral Agreement, in the Capital Stock of the US Borrower and its Restricted Subsidiaries (including the Guarantors) with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any, (B) the pledge and perfection of security interests in Collateral with respect to which a Lien may be perfected by the filing of financing statements under the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) of the US Borrower’s or any Guarantor’s respective jurisdiction of organization) and (C) the pledge and perfection of security interests in Collateral consisting of Intellectual Property with respect to which intellectual property security agreements are required to be filed under the Guarantee and Collateral Agreement) after the US Borrower’s use of commercially reasonable efforts to do so, then the provision of any such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided after the Closing Date in accordance with Section 5.15.

4.2 Conditions to Each Post-Closing Extension of Credit . The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (other than (x) the initial extensions of credit on the Closing Date (except with respect to the condition precedent specified in clause (d) below) and (y) a conversion of Loans to the other Type, or a continuation of Eurocurrency Loans, and except as expressly permitted under Section 2.23) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Each of the representations and warranties made by any Loan Agreement Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in

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which case such representations and warranties shall be true and correct in all material respects as of such earlier date ( provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect). Notwithstanding the foregoing, if the proceeds of any Revolving Credit Loan are, substantially concurrently with the receipt thereof, to be used by the US Borrower, the Canadian Borrower or any other Loan Agreement Party to finance, in whole or in part, a Permitted Acquisition, then the only representations and warranties that will be required to be true and correct in all material respects as of the date of funding thereof shall be (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the US Borrower (or any Subsidiary of Holdings or the US Borrower) has the right to terminate the obligations of Holdings, the US Borrower or such Subsidiary under such acquisition agreement or not consummate such acquisition as a result of the inaccuracy of such representations or warranties in such acquisition agreement.

(b) No Default . No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

(c) Financial Covenant Compliance. In the case of a Borrowing of Revolving Credit Loans or the issuance, amendment or extension of any Letter of Credit, the US Borrower shall have been in compliance with the Financial Covenant as of the last day of the Relevant Reference Period (whether or not the Financial Covenant was in effect as of such date), it being understood that, for purposes of determining such compliance for this clause (c), any and all extensions of credit under the Revolving Credit Facilities since the last day of the Relevant Reference Period shall not be given pro forma effect.

(d) Borrowing Notice . Delivery of a Borrowing Request pursuant to Section 2.9.

Each Borrowing of a Loan (other than a conversion of Loans to the other Type, or a continuation of Eurocurrency Loans) by and issuance of a Letter of Credit on behalf of one or more Borrower hereunder shall constitute a representation and warranty by Holdings and the Borrowers as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied. For purposes of clause (c) of this Section 4.2, for purposes of determining compliance with the Financial Covenant (a) with respect to any Test Period ending prior to December 31, 2013, such compliance shall be determined by reference to the ratio applicable to the Test Period ending December 31, 2013 and (b) with respect to any extension of credit made after the Closing Date but prior to the delivery of the internal financial statements under Section 5.1(a) and Section 5.1(b), such compliance shall be determined after giving pro forma effect to the Transactions.

SECTION 5. AFFIRMATIVE COVENANTS

Holdings and the Borrowers hereby jointly and severally agree that, so long as the Commitments remain in effect, any undrawn and unexpired Letter of Credit remains outstanding

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(unless such Letter of Credit has been cash collateralized in a manner consistent with Section 2.7(j) or otherwise backed by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank) or any Loan or other amount (excluding Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations, in each case, which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, each of Holdings and the Borrowers shall and shall cause each of the Restricted Subsidiaries to:

5.1 Financial Statements . Furnish to the Administrative Agent for further delivery to each Agent and each Lender:

(a) within 90 days (or 105 days with respect to the fiscal year ending December 31, 2013) after the end of each fiscal year of the US Borrower, a copy of the audited consolidated balance sheets of the US Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income, stockholders’ (or members’) equity and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, all in reasonable detail and prepared in accordance with GAAP, reported on without a “going concern” or like qualification, exception or explanatory paragraph, or qualification, exception or explanatory paragraph as to the scope of the audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities, any Permitted Credit Agreement Refinancing Indebtedness or under the Second Lien Credit Agreement or any Permitted Credit Agreement Refinancing Indebtedness (as defined in the Second Lien Credit Agreement) occurring within one year from the time such report is delivered), by an independent certified public accountants of nationally recognized standing;

(b) within 45 days (or 60 days with respect to the fiscal quarters ending September 30, 2013, March 31, 2014 and June 30, 2014) after the end of each of the first three quarterly periods of each fiscal year of the US Borrower, the unaudited consolidated balance sheets of the US Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income, stockholders’ (or members’) equity and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, all in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the financial condition, results of operations and cash flows of the US Borrower and its consolidated Subsidiaries in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes); and

(c) together with each set of consolidated financial statements referred to in Sections 5.1(a) and 5.1(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in clauses (a), (b) and (c) of this Section 5.1 may be satisfied with respect to financial information of the US Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of the US Borrower that directly or indirectly owns all of the Capital Stock of the US

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Borrower or (B) the US Borrower’s (or such direct or indirect parent’s) Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the US Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the US Borrower (or such parent), on the one hand, and the information relating to the US Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which consolidating information shall be certified by a Responsible Officer of the US Borrower as fairly presenting such information unless such consolidating information is contained in the financial statements included in a Form 10-K or 10-Q filed with the SEC), and (ii) to the extent such information is in lieu of information required to be provided under Section 5.1(a), the consolidated financial statements included in the materials provided pursuant to the foregoing clause (A) or (B) are accompanied by a report by an independent certified public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanatory paragraph, or qualification, exception or explanatory paragraph as to the scope of the audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities, any Permitted Credit Agreement Refinancing Indebtedness or the Second Lien Credit Agreement or any Permitted Credit Agreement Refinancing Indebtedness (as defined in the Second Lien Credit Agreement) occurring within one year from the time such report is delivered)).

Any financial statements required to be delivered pursuant to Section 5.1 shall not be required to contain all purchase accounting adjustments relating to the Transactions to the extent in the reasonable determination of the US Borrower it is not practicable to include any such adjustments in such financial statements, so long as the absence of such adjustments in the financial statements would not otherwise cause the US Borrower to fail to comply with obligations under the Loan Documents (including, for example, the obligation to deliver financial statements accompanied by an audit opinion meeting the requirements of Section 5.1(a)).

5.2 Certificates; Other Information . Furnish to the Administrative Agent in each case for further delivery to each Lender, or, in the case of clause (f) or (g), to the relevant Lender:

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) (or the annual financial statements or Form 10-K referred to in clause (A) or (B) of the last paragraph of Section 5.1), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, or, if any such Default or Event of Default has occurred, specifying the nature and extent thereof (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to and customarily cover in such certificates pursuant to their professional standards and customs of the profession);

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of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any continuing Default or Event of Default, or if any such Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto, (ii) a Compliance Certificate ( provided that such Compliance Certificate shall not be required to deliver calculations with respect to the Financial Covenant unless the Financial Covenant was in effect on the last day of such fiscal quarter or fiscal year) and (iii) solely with respect to the delivery of any financial statements pursuant to Section 5.1(a) (or the annual financial statements or Form 10-K referred to in clause (A) or (B) of the last paragraph of Section 5.1), an updated Perfection Certificate, signed by a Responsible Officer of each of Holdings and the US Borrower, (A) setting forth the information required pursuant to the Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Perfection Certificate delivered pursuant to this clause (iii) (or, prior to the first delivery of a Perfection Certificate pursuant to this clause (iii), from the Perfection Certificate delivered on the Closing Date) or (B) certifying that there has been no change in such information from the most recent Perfection Certificate delivered pursuant to this clause (iii) (or, prior to the first delivery of a Perfection Certificate pursuant to this clause (iii), from the Perfection Certificate delivered on the Closing Date);

(c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the US Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the US Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget) (collectively, the “ Projections ”), which Projections shall set forth such information on a quarterly basis and in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made and at the time delivered (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Holdings and the US Borrower to be reasonable at the time made and at the time delivered, it being recognized that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of management, and that no assurance can be given that any particular Projections will be realized and that variances from the Projections and the actual results during the period or periods covered by such Projections may be material);

(d) [Reserved];

(e) within ten days after the same are sent or made available, copies of all reports that Holdings or the US Borrower or any of the Restricted Subsidiaries sends to the holders of any class of its public equity securities and, promptly after the same are filed, copies of all reports or other materials that Holdings or the US Borrower or any of the Restricted Subsidiaries may make to, or file with, the SEC or any national securities exchange (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2, in each case only to the extent such reports are of a type customarily

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delivered by borrowers to lenders in syndicated loan financings, provided that filing of all such reports or other materials on EDGAR shall be sufficient to satisfy Holdings’ and the US Borrower’s obligations under this clause (e) ( provided that (i) upon written request by the Administrative Agent, the US Borrower shall deliver copies of such reports or other materials to the Administrative Agent for further distribution to each Lender and (ii) the US Borrower shall notify the Administrative Agent of the posting of any such reports or other materials on EDGAR);

(f) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and

(g) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Agreement Party or any Restricted Subsidiary, or compliance by any such Person with the terms of the Loan Documents to which it is a party, as the Administrative Agent may from time to time reasonably request (on its own behalf or on behalf of any Lender).

5.3 Payment of Obligations . Pay, discharge or otherwise satisfy before they become delinquent, as the case may be, all its obligations (other than Indebtedness), including Tax obligations, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings, the US Borrower or its Restricted Subsidiaries, as the case may be, or (b) where the failure to pay, discharge or otherwise satisfy the same would not have or reasonably be expected to have a Material Adverse Effect.

5.4 Conduct of Business and Maintenance of Existence, Compliance with Laws, etc . (a) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence (it being understood, for the avoidance of doubt, that the foregoing shall not limit any change in form of entity or organization) and (ii) take all reasonable action to maintain all rights, privileges, franchises, permits and licenses necessary in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.4 and except (other than in the case of the preservation of existence of Holdings and the Borrowers) to the extent that failure to do so would not have or reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations, applicable Requirements of Law (including ERISA and the Act) and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except to the extent that failure to comply therewith would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

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reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the US Borrower and the Restricted Subsidiaries) and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same geographic regions by companies of similar size engaged in the same or a similar business.

(b) Within 30 days following the date hereof, any date on which a new Grantor (as defined in the Guarantee and Collateral Agreement) is added to the Guarantee and Collateral Agreement or the date the relevant policy is obtained, the Administrative Agent shall be named as additional insured on all general liability insurance policies (excluding, for the avoidance of doubt, directors and officers, worker’s compensation, health and benefit, and vehicle and similar liability policies) of such Grantor, and the Administrative Agent shall be named as loss payee on all property and casualty insurance policies of such Grantor with respect to Collateral. The Grantors shall use commercially reasonable efforts to cause all such insurance (i) to provide that the relevant insurer shall endeavor to provide the Administrative Agent with at least 30 days prior notice of the cancellation of the relevant policy of insurance and (ii) if reasonably requested by the Administrative Agent, include a breach of warranty clause.

5.6 Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and account in which full, true and correct in all material respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business activities and (b) permit representatives of any Lender, upon reasonable prior notice, to visit and inspect any of its properties and examine and, at the US Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the US Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the US Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only be conducted by the Administrative Agent and shall be limited to one per fiscal year plus any additional visits in connection with Lender meetings (and only one time at the US Borrower’s expense). The Administrative Agent and the Lenders shall give the US Borrower the opportunity to participate in any discussions with the US Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the US Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

5.7 Notices . Promptly after (or, in the case of clause (c), within 30 days after) a Responsible Officer acquires knowledge thereof, give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

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(b) any litigation, investigation or proceeding which may exist at any time, that would have or reasonably be expected to have a Material Adverse Effect;

(c) the following events to the extent such events would have or reasonably be expected to have a Material Adverse Effect: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Single Employer Plan or Multiemployer Plan that would reasonably be expected to give rise to a lien in favor of the PBGC or a Single Employer Plan or Multiemployer Plan, the creation of any Lien in favor of the PBGC or a Single Employer Plan or Multiemployer Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the US Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and

(d) any other development or event that has or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action (if any) Holdings, the US Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.

5.8 Environmental Laws . (a) Comply in all respects with all applicable Environmental Laws, and obtain, maintain and comply with, any and all Environmental Permits, except to the extent the failure to so comply with Environmental Laws or obtain, maintain or comply with Environmental Permits would not have or reasonably be expected to have a Material Adverse Effect.

(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other corrective actions required pursuant to Environmental Laws and promptly comply in all respects with all lawful orders and directives of all Governmental Authorities regarding any violation of or non-compliance with Environmental Laws and any release or threatened release of Hazardous Materials, except, in each case, to the extent the failure to do so would not have or reasonably be expected to have a Material Adverse Effect.

5.9 Additional Collateral, etc . (a)With respect to any personal Property acquired, created or developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party (other than Excluded Assets), promptly (x) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in such Property to the extent required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement.

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(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the Administrative Agent shall agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the Administrative Agent for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) if such Mortgaged Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder because improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board.

(c) With respect to any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including the recording of instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, if required, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above.

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(d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

5.10 Use of Proceeds . Use the proceeds of the Loans and the Letters of Credit only for the purposes specified in Section 3.14.

5.11 Further Assurances . From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by any Loan Party which may be deemed to be part of the Collateral) pursuant hereto or thereto other than any Excluded Assets and subject to the terms of Section 5.9(d).

5.12 Maintenance of Ratings . At all times, the US Borrower shall use commercially reasonable efforts to maintain a public corporate credit rating from S&P and a public corporate family rating from Moody’s, in each case with respect to the US Borrower, and each of Holdings and the US Borrower shall use commercially reasonable efforts to cause the Facilities to be continuously rated by S&P and Moody’s.

5.13 Designation of Subsidiaries . (a) The board of directors of Holdings may at any time designate any Restricted Subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation the US Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis as of the last day of the Relevant Reference Period, with the Financial Covenant (assuming, for this purpose, that the Financial Covenant was then in effect) and the US Borrower shall have delivered to the Administrative Agent a certificate setting forth in reasonable detail the calculations

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demonstrating such compliance, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to Holdings, the US Borrower or a Restricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary.

(b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the US Borrower therein at the date of designation in an amount equal to the fair market value of the US Borrower’s investment therein as determined in good faith by the US Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the US Borrower in such Unrestricted Subsidiary; provided that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the US Borrower shall be deemed to continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the US Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to the US Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the US Borrower.

(c) For purposes of this Section 5.13, for purposes of determining Pro Forma Compliance with the Financial Covenant set forth in Section 6.1 with respect to any Test Period ending prior to December 31, 2013, such Pro Forma Compliance shall be determined by reference to the ratio applicable to the Test Period ending December 31, 2013.

5.14 Interest Rate Protection . No later than 180 days following the Closing Date, enter into and thereafter maintain for a minimum of 2 years interest rate Hedge Agreements with one or more counterparties reasonably acceptable to the Administrative Agent and with terms and conditions (taken as a whole) reasonably acceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of the non-revolving Indebtedness under this Agreement, the Second Lien Credit Agreement, any Replacement Facility (as defined in this Agreement and the Second Lien Credit Agreement) and any Permitted Term Loan Refinancing Indebtedness (as defined in this Agreement and the Second Lien Credit Agreement) of the US Borrower and the Restricted Subsidiaries being effectively subject to a fixed or maximum interest rate reasonably determined by the US Borrower.

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to be delivered on the Closing Date pursuant to Sections 4.1(i) and 4.1(k) but for the last sentence of Section 4.1 and complete such undertakings, in each case as are set forth on Schedule 5.15.

SECTION 6. NEGATIVE COVENANTS

Holdings and the Borrowers hereby jointly and severally agree that, so long as the Commitments remain in effect, any undrawn and unexpired Letter of Credit remains outstanding (unless such Letter of Credit has been cash collateralized in a manner consistent with the requirements of Section 2.7(j) or backed by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank) or any Loan or other amount (excluding Obligations in respect of any Specified Hedge Agreements, Cash Management Obligations and contingent reimbursement and indemnification obligations, in each case, which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, each of Holdings and the Borrowers shall not, and shall not permit any of the US Borrower’s Restricted Subsidiaries to:

6.1 Financial Covenant . (a) With respect to the Revolving Credit Facilities and only if the Financial Covenant is in effect on the last day of the applicable fiscal quarter pursuant to paragraph (b) of this Section 6.1, permit the Total Leverage Ratio as of the last day of such fiscal quarter ending during any period set forth below to exceed the ratio set forth below opposite such day.


Fiscal Quarter Ending	Ratio

December 31, 2013		6.50:1.00
March 31, 2014		6.50:1.00
June 30, 2014		6.50:1.00
September 30, 2014		6.50:1.00
December 31, 2014		6.00:1.00
March 31, 2015		6.00:1.00
June 30, 2015		6.00:1.00
September 30, 2015		6.00:1.00
December 31, 2015		5.50:1.00
March 31, 2016		5.50:1.00
June 30, 2016		5.50:1.00
September 30, 2016		5.50:1.00
December 31, 2016		5.00:1.00
March 31, 2017		5.00:1.00
June 30, 2017		5.00:1.00
September 30, 2017		5.00:1.00
December 31, 2017		5.00:1.00
March 31, 2018		5.00:1.00
June 30, 2018		5.00:1.00
September 30, 2018		5.00:1.00
December 31, 2018		5.00:1.00
March 31, 2019		5.00:1.00

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Fiscal Quarter Ending	Ratio

June 30, 2019		5.00:1.00
September 30, 2019		5.00:1.00
December 31, 2019		5.00:1.00
March 31, 2020		5.00:1.00
June 30, 2020		5.00:1.00
September 30, 2020 and thereafter		5.00:1.00

(b) The Financial Covenant shall be in effect for purposes of this Agreement if, as of the last day of the applicable fiscal quarter, the aggregate Revolving Credit Exposure (excluding any Letter of Credit which has been cash collateralized or otherwise backed by another letter of credit in each case in a manner reasonably satisfactory to the applicable Issuing Bank and in an amount equal to 100% of the maximum stated amount of the applicable Letter of Credit) is greater than 25% of the aggregate Revolving Credit Commitments at such time.

6.2 Limitation on Indebtedness . Directly or indirectly, create, incur, assume, guaranty or suffer to exist any Indebtedness or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness of (i) the US Borrower to Holdings, (ii) the US Borrower to any Restricted Subsidiary and (iii) any Restricted Subsidiary to Holdings, the US Borrower or any other Restricted Subsidiary; provided that (A) any such Indebtedness that is owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein, (B) any such Indebtedness that is owing to any Loan Party shall be evidenced by a promissory note (which can be a master promissory note) that shall have been pledged pursuant to the Guarantee and Collateral Agreement and (C) any such Indebtedness owing by any Restricted Subsidiary that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7;

(c) Indebtedness consisting of (A) (i) Capital Lease Obligations, (ii) Attributable Indebtedness or (iii) purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance or refinance (within 270 days of the acquisition or replacement or completion of construction, installation, repair or improvement of such fixed or capital assets, as applicable) the acquisition, replacement, construction, installation, repair or improvement of fixed or capital assets within the limitations set forth in Section 6.3(g) or (B) any Refinancing Indebtedness in respect thereof; provided , however , that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of $30,000,000 and 5.0% of Total Assets;

(d) Indebtedness outstanding on the date hereof and listed on Schedule 6.2(d); provided that any such Indebtedness owed by any Loan Party to a Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein;

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(e) Guarantee Obligations, letters of credit and similar obligations (i) made in the ordinary course of business by Holdings, the US Borrower or any of its Restricted Subsidiaries of obligations (other than in respect of Indebtedness for borrowed money) of (w) Holdings, (x) the US Borrower, (y) any Restricted Subsidiaries or (z) any joint venture of the US Borrower or any of the Restricted Subsidiaries, (ii) of Holdings, the US Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted to be incurred by the US Borrower or such Restricted Subsidiary, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of Holdings, the US Borrower or any Restricted Subsidiary in respect of Indebtedness of any Unrestricted Subsidiary or joint venture; provided that (A) in the case of clause (ii), if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness, (B) in the case of clause (ii), no Guarantee Obligations, letter of credit or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Loan Party shall be permitted unless such Restricted Subsidiary shall also become a Subsidiary Guarantor, (C) in the case of clauses (ii) and (iii), any such Guarantee Obligation, letter of credit or similar obligation of a Loan Party in respect of Indebtedness of a Subsidiary or other Person that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7, and (D) in the case of clause (i)(z) above, the aggregate amount of all obligations at any one time outstanding shall not exceed $20,000,000;

(f) any unsecured senior, senior subordinated or subordinated Indebtedness incurred by Holdings, the US Borrower or its Restricted Subsidiaries so long as the Total Leverage Ratio, determined on a Pro Forma Basis ( provided that the Total Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Indebtedness (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Total Leverage Ratio)), does not exceed the 6.00:1.00 at the time of incurrence thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding pursuant to this clause (f) in respect of which the primary obligor or any guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed the greater of $20,000,000 and 3.0% of Total Assets at the time of incurrence thereof;

(g) Indebtedness of the US Borrower or any Restricted Subsidiary, or of any Person that becomes a Restricted Subsidiary, acquired or assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7; provided that (i) such Indebtedness exists at the time the acquired person becomes a Restricted Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such person becoming a Restricted Subsidiary or such asset being acquired and (ii) immediately before and after such person becomes a Restricted Subsidiary or such asset is acquired, no Default or Event of Default shall have occurred and be continuing;

(h) Indebtedness under the Second Lien Loan Documents (including Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed $120,000,000 plus an amount equal to the aggregate principal amount of Incremental Second Lien Term Loans (as defined in the Second Lien Credit Agreement) permitted to be incurred under the Second Lien Credit Agreement as in effect on the date hereof;

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(i) Indebtedness consisting of promissory notes issued by any Loan Party or other Restricted Subsidiary to current or former officers, directors, managers, consultants and employees, or their respective estates, executors, administrators, heirs, legatees, distributees, spouses or former spouses, to finance the purchase or redemption of Capital Stock of Holdings (or any direct or indirect parent thereof) to the extent permitted by Section 6.6(b)(i);

(j) to the extent constituting Indebtedness, Cash Management Obligations and other Indebtedness in respect of Cash Management Services in the ordinary course of business and Indebtedness arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of instruments or other payments items drawn against insufficient funds;

(k) to the extent constituting Indebtedness, indemnification, deferred purchase price adjustments, earn-outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or any Investment permitted to be acquired or made hereunder;

(l) Indebtedness of Foreign Subsidiaries in an aggregate principal amount (for all Foreign Subsidiaries) not to exceed at any time the greater of (A) $20,000,000 and (B) 3.0% of Total Assets at the time of incurrence thereof;

(m) (A) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(n) Indebtedness in respect of Hedge Agreements entered into not for speculative purposes, to protect against exposure to interest rates, commodity prices or foreign exchange rates;

(o) additional Indebtedness of Holdings, the US Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the US Borrower and all Restricted Subsidiaries) not to exceed at any time the greater of (A) $15,000,000 and (B) 3.0% of Total Assets at the time of incurrence thereof;

(p) (i) Permitted Term Loan Refinancing Indebtedness, (ii) Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement as in effect on the date hereof), (iii) Incremental Equivalent Debt, (iv) Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), (v) any Refinancing Indebtedness in respect of any of the foregoing and (vi) Guarantee Obligations by the Guarantors in respect of each of the foregoing;

(q) Indebtedness representing deferred compensation or similar obligations to employees of the US Borrower and its Subsidiaries incurred in the ordinary course of business;

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(r) Indebtedness consisting of obligations of the US Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with Permitted Acquisitions or any other Investments permitted under Section 6.8 constituting acquisitions of Persons or businesses or divisions;

(s) Indebtedness incurred by the US Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 days (or such longer period as may be agreed upon by the Administrative Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the US Borrower or its Restricted Subsidiaries, as the case may be;

(t) Indebtedness in respect of self-insurance obligations, performance, bid, release, appeal and surety bond, documentary letters of credit and performance and completion guarantees and similar obligations provided by the US Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business, and Guarantee Obligations, letters of credit and similar instruments supporting such obligations;

(u) Indebtedness incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Holdings, the US Borrower or any of its Restricted Subsidiaries other than one or more Receivables Financing Subsidiaries and pursuant to Standard Securitization Undertakings;

(v) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2(d), (f), (g) or (h) above;

(w) so long as no Event of Default shall have occurred and be continuing, Indebtedness in an aggregate principal amount not to exceed the sum of (i) the Available Starter Basket at the time such Indebtedness is incurred plus (ii) if the Total Leverage Ratio, determined on a Pro Forma Basis, at the time of and after giving effect to such Indebtedness, is equal to or less than 6.00:1.00, the Available Builder Basket at the time such Indebtedness is incurred;

(x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; and

(y) to the extent constituting Indebtedness, all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in Section 6.2(a) through (x) above.

For purposes of determining compliance with any US Dollar-denominated restriction on the incurrence of Indebtedness, the US Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant

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currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable US Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such US Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

To the extent otherwise constituting Indebtedness, the accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall be deemed not to be Indebtedness for purposes of this Section 6.2. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the accreted amount thereof .

6.3 Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes, assessments or governmental charges or levies not at the time delinquent or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the US Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP);

(b) (i) carriers’, warehousemen’s, landlord’s, mechanics’, contractor’s, materialmen’s, repairmen’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the US Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

(c) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the US Borrower or any Restricted Subsidiaries;

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(d) deposits by or on behalf of Holdings, the US Borrower or any of its Restricted Subsidiaries to secure the performance of bids, trade contracts and governmental contracts (other than Indebtedness for borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(e) easements, rights-of-way, trackage rights, restrictions (including zoning restrictions or similar rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property), encroachments, protrusions and other similar encumbrances and title defects incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the US Borrower and its Restricted Subsidiaries taken as a whole; provided that none of the foregoing secures Indebtedness for borrowed money;

(f) Liens (i) in existence on the date hereof (or, for title insurance policies issued in accordance with Section 5.9, on the date of such policies) and either (x) listed on Schedule 6.3(f), in the case of Liens in existence on the date hereof, or (y) disclosed on any title insurance policies obtained on Mortgaged Properties in connection with Mortgages executed and delivered after the date hereof and (ii) any replacement, renewal or extension of any such Lien permitted under subclause (i) of this clause (f); provided that (I) such replaced, renewed or extended Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.2(c), and (B) proceeds and products thereof, and (II) the replacement, renewal or extension of the obligations secured or benefited by such Liens is permitted by Section 6.2;

(g) Liens securing Indebtedness of Holdings, the US Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 6.2(c) (and related obligations, including Capital Lease Obligations); provided that (i) such Liens (other than Liens securing Indebtedness that is Permitted Refinancing of Indebtedness originally incurred under Section 6.2(c)) shall be created within 270 days of the acquisition or replacement or completion of construction, installation, repair or improvement or refinancing of such fixed or capital assets, as applicable, (ii) such Liens do not at any time encumber any Property other than the Property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the proceeds and products of and accessions to such Property, and (iii) the principal amount of Indebtedness initially secured thereby is not more than 100% of the purchase price or cost of construction, installation, repair or improvement of such fixed or capital asset; provided , further , that, in each case, individual financings of equipment and other assets provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment and other assets provided by such lender or lessor;

(h) Liens created pursuant to the Loan Documents;

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(i) any interest or title of a lessor or sublessor under any lease or sublease or real property license or sub-license entered into by the US Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased, licensed or sub-licensed;

(j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h);

(k) Liens existing on property at the time of its acquisition or existing on the property of a Person that becomes a Restricted Subsidiary of the US Borrower after the date hereof (including any replacements, renewals or extensions thereof); provided that (i) any Indebtedness secured thereby is permitted by Section 6.2(g) or is Refinancing Indebtedness in respect thereof and (ii) such Liens cover solely the Property so acquired or the Property of the Person that became a Restricted Subsidiary and are not expanded to cover additional Property (other than proceeds and products thereof and accessions thereto);

(l) Liens securing Indebtedness permitted under Section 6.2(h) or any Refinancing Indebtedness in respect thereof; provided that the relative Lien priority thereof is set forth in the Intercreditor Agreement;

(m) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder;

(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the US Borrower or any Restricted Subsidiary in the ordinary course of business;

(o) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by the US Borrower or any Restricted Subsidiary (including any restriction on the use of such cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money;

(p) licenses and sublicenses of Intellectual Property granted by the US Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(q) UCC financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the ordinary course of business;

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(r) Liens on property rented to, or leased by, the US Borrower or any of its Restricted Subsidiaries pursuant to a Sale and Leaseback Transaction; provided , that (i) such Sale and Leaseback Transaction is permitted by Section 6.10, (ii) such Liens do not encumber any other property of the US Borrower or its Restricted Subsidiaries and the proceeds and products of and accessions to such property, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction;

(s) Liens on the assets of Foreign Subsidiaries that secure Indebtedness of such Foreign Subsidiaries permitted pursuant to Section 6.2 (and related obligations);

(t) (i) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing of, and any Guarantee Obligations by the Guarantors in respect of any of the foregoing, and (ii) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (in each case, as defined in the Second Lien Credit Agreement in effect as of the date hereof) and any Permitted Refinancing of, and any Guarantee Obligations by the Guarantors in respect of any of the foregoing;

(u) good faith earnest money deposits made in connection with a Permitted Acquisition or any other Investment (other than Investments under Section 6.7(r)) or letter of intent or purchase agreement permitted hereunder;

(v) Liens not otherwise permitted by this Section 6.3 so long as the aggregate amount of obligations secured thereby does not exceed (as to Holdings, the US Borrower and all Restricted Subsidiaries) the greater of $15,000,000 and 3.0% of Total Assets at the time of incurrence thereof;

(w) Liens securing Refinancing Indebtedness permitted by Section 6.2(v) (and related obligations) if such Liens are permitted to secure such Indebtedness in accordance with the definition of “Refinancing Indebtedness”;

(x) Liens in favor of the US Borrower or another Loan Party securing intercompany Indebtedness permitted hereunder;

(y) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 6.7 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 6.5, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(z) (i) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement, and (ii) reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts maintained in the ordinary course of business and not for speculative purposes;

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(aa) Liens that are customary contractual rights of setoff relating to purchase orders and other agreements entered into with customers of the US Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(bb) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the US Borrower and its Subsidiaries;

(cc) ground leases in respect of real property on which facilities owned or leased by the Canadian Borrower, the US Borrower or any of its Restricted Subsidiaries are located;

(dd) Liens on Permitted Receivables Financing Assets securing any Permitted Receivables Financing; and

(ee) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.2 and incurred in the ordinary course of business of the US Borrower and its Restricted Subsidiaries and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof.

6.4 Limitation on Fundamental Changes . Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, or Dispose of all or substantially all of its Property or business, except that:

(a) so long as no Event of Default has occurred and is continuing, any Restricted Subsidiary of the US Borrower may be merged or consolidated with or into the US Borrower ( provided that the US Borrower shall be the continuing or surviving entity) and any Restricted Subsidiary of the US Borrower may be merged, consolidated or amalgamated with or into any other Restricted Subsidiary of the US Borrower ( provided that (i) in the case of any merger or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing, surviving or resulting entity, (ii) simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor and the US Borrower shall comply with Section 5.9 in connection therewith and (iii) in the case of any merger or consolidation involving the Canadian Borrower, the Canadian Borrower shall be the continuing or surviving entity);

(b) the US Borrower or any Restricted Subsidiary of the US Borrower may Dispose of all or substantially all of its Property or business, including by way of a merger, dissolution, liquidation or consolidation, (i) to the US Borrower or any other Loan Party or (ii) in the case of any Restricted Subsidiary, pursuant to a Disposition permitted by Section 6.5; provided that all or substantially all of the Property or business of the Canadian Borrower may only be Disposed of pursuant to Section 6.5(j) in a transaction where (1) all obligations of the Canadian Borrower in respect of the Canadian Tranche Revolving Credit Loans are repaid in full and all Canadian Tranche Revolving Credit Commitments are terminated pursuant to the terms hereof and all outstanding Letters of Credit issued to the Canadian Borrower will be cash collateralized in a manner consistent with Section 2.7(j) or otherwise backed or replaced by another letter of credit in a manner reasonably satisfactory to the applicable Issuing Bank or (2)

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the US Borrower assumes in writing all obligations of the Canadian Borrower under this Agreement pursuant to a supplement hereto in form and substance reasonably satisfactory to the Administrative Agent;

(c) any Foreign Subsidiary (other than, except as permitted by Section 6.4(a) or (b), the Canadian Borrower) may (i) be merged or consolidated or amalgamated with or into any other Foreign Subsidiary, or (ii) Dispose of all or substantially all of its assets to any other Foreign Subsidiary;

(d) any merger or consolidation or other transaction the sole purpose of which is to (i) reincorporate or reorganize in another jurisdiction in the United States or (ii) change the form of entity shall be permitted; provided that, in the case of any such merger or consolidation involving (x) a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and in any such case the US Borrower shall comply with Section 5.9 in connection therewith or (y) the Canadian Borrower, the Canadian Borrower is the surviving, continuing or resulting Person;

(e) any Domestic Subsidiary that is not a Guarantor may (i) be merged or consolidated with or into any other Domestic Subsidiary that is not a Guarantor or (ii) Dispose of all or substantially of its assets to any other Domestic Subsidiary that is not a Guarantor;

(f) any Investment permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation; provided that in the case of any such merger, consolidation or amalgamation of (x) a Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and the US Borrower shall comply with Section 5.9 in connection therewith or (y) the Canadian Borrower, the Canadian Borrower is the surviving, continuing or resulting Person;

(g) (i) any Restricted Subsidiary of the US Borrower (other than an Excluded Subsidiary (including the Canadian Borrower)) may dissolve, liquidate or wind up its affairs at any time if the US Borrower determines in good faith that such dissolution, liquidation or winding up is in the best interest of Holdings, the US Borrower and its Restricted Subsidiaries and not materially disadvantageous to the Lenders (as determined by the US Borrower in good faith) ( provided that in the case of any dissolution, liquidation or winding up of a Restricted Subsidiary that is a Subsidiary Guarantor, such Subsidiary shall at or before the time of such dissolution, liquidation or winding up transfer its assets to the US Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of the US Borrower (other than the Canadian Borrower) may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not have or reasonably be expected to have a Material Adverse Effect (as determined by the US Borrower in good faith);

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or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, “ Successor Holdings ”), (A) Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the US Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided , further , that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; and

(i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5.

6.5 Limitation on Disposition of Property . Dispose of any of its Property (including receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete or worn out property in the ordinary course of business;

(b) the sale of inventory and other assets held for sale in the ordinary course of business;

(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the US Borrower or any other Loan Party or the sale or issuance of any Excluded Subsidiary’s (other than the Canadian Borrower’s) Capital Stock to another Restricted Subsidiary; provided that any Guarantor’s ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;

(e) Dispositions of receivables pursuant to factoring agreements or other similar agreements or arrangements including to a Permitted Receivables Financing Subsidiary in connection with a Permitted Receivables Financing, in each case so long as the consideration for such Dispositions is in the form of cash or retained equity or subordinated interests in the Permitted Receivables Financing Assets being sold;

(f) the Disposition of cash or Cash Equivalents;

(g) (i) the license or sub-license of Intellectual Property in the ordinary course of business and (ii) the lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any Intellectual Property;

(h) the lease, sublease, license or sublicense of property as described in Section 6.3(i);

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(i) the Disposition of surplus or other property no longer used or useful in the business of the US Borrower and its Restricted Subsidiaries in the ordinary course of business;

(j) so long as no Event of Default has occurred and is continuing at the time of closing thereof or at the time the related purchase agreement is entered into, the Disposition of other assets from and after the Closing Date so long as (i) with respect to any Disposition pursuant to this clause (i) for a purchase price in excess of $2,000,000, at least 75% of the consideration is in the form of cash or Cash Equivalents or exchanged for other assets of comparable or greater market value or usefulness to the business of the US Borrower and its Restricted Subsidiaries, taken as a whole, (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $4,000,000, such sale, transfer or disposition is made at fair value (as determined by the US Borrower in good faith) and (iii) 100% of the Net Cash Proceeds are applied in accordance to Section 2.14; provided that (A) any liabilities (as shown on the US Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the US Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and for which the US Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the US Borrower in good faith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, does not exceed $5,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash and (iv) that the aggregate gross proceeds of all Dispositions in reliance upon this clause (j) shall not exceed, in any fiscal year of the US Borrower, the greater of $50,000,000 and 10% of Total Assets (determined as of the end of the immediately preceding fiscal year); provided that for any given fiscal year this limitation may be increased by the unused amount for the previous fiscal year and, in the event of any such carryover, Dispositions in such fiscal year will be deducted first from the carried over amount;

(k) the Disposition of assets subject to or in connection with any Recovery Event;

(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;

(m) Dispositions consisting of Investments permitted by Section 6.7;

(n) Dispositions consisting of Liens permitted by Section 6.3;

(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;

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(p) Dispositions of property to the US Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.7;

(q) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);

(s) the unwinding of any Hedge Agreement;

(t) in order to resolve disputes that occur in the ordinary course of business, the US Borrower and its Restricted Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;

(u) the US Borrower or any Restricted Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;

(v) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral; and

(w) the sale or disposition, within 360 days after the date of a Permitted Acquisition, of (i) any portion of a business or operations acquired in a Permitted Acquisition, that is, in the judgment of the US Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Holdings, the US Borrower or any Restricted Subsidiary taken as a whole or (ii) solely to the extent required by any Governmental Authority pursuant to applicable anti-trust law or other similar Requirement of Law in connection with any Permitted Acquisition, any other portion of a business or operations of Holdings, the US Borrower and the Restricted Subsidiaries, in each case, provided that (x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the US Borrower), (y) no Event of Default has occurred and is continuing or would result from such disposition and (z) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid to Holdings, the US Borrower or any Restricted Subsidiary solely in cash and Cash Equivalents.

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US Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in cash or property (collectively, “ Restricted Payments ”), except that:

(a) any Restricted Subsidiary may make Restricted Payments to the US Borrower or any Subsidiary Guarantor, and any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary;

(b) the US Borrower may pay dividends to permit Holdings or any direct or indirect holding company of Holdings to (i) so long as no Event of Default has occurred and is continuing, purchase (or in the case of Holdings, to pay a dividend to a direct or indirect holding company to enable such holding company to purchase) the Capital Stock of Holdings (or such holding company) owned by future, present or former officers, directors, employees or consultants of Holdings, the US Borrower or its Restricted Subsidiaries or make payments to employees of Holdings, the US Borrower or its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or other similar agreements or in connection with the death or disability of such employees, in an aggregate amount not to exceed $1,000,000 in any fiscal year of the US Borrower; provided that such amounts set forth in this clause (b)(i) may be increased by an amount equal to the cash proceeds of key man life insurance policies received by Holdings, the US Borrower and its Restricted Subsidiaries after the Closing Date and (ii)(x) pay Permitted Management Fees; and (y) pay expenses, indemnification claims and other amounts (in each case, other than Permitted Management Fees) pursuant to the Management Agreement;

(c) the US Borrower may pay dividends to permit Holdings or any direct or indirect parent company of Holdings to (i) pay (or in the case of Holdings, to pay a dividend to a direct or indirect holding company to enable such holding company to pay) operating costs and expenses and other corporate overhead costs and expenses (including (A) directors’ fees and expenses and administrative, legal, accounting, filing and similar expenses and (B) salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings), in each case to the extent such costs, expenses, fees, salaries, bonuses and benefits are attributable to the ownership or operations of the US Borrower and its Restricted Subsidiaries, are reasonable and incurred in the ordinary course of business, (ii) pay any estimated or final Federal, state and local income Taxes due and payable by Holdings or the direct or indirect parent of Holdings as the common parent of a consolidated, combined, unitary or other similar group that includes on the tax return of such group the taxable income of Holdings, the US Borrower and its Restricted Subsidiaries, in an amount not to exceed the aggregate amount of Taxes that Holdings would owe if Holdings were to file as the common parent of a consolidated, combined, unitary or other similar group that included on the tax return of such group the taxable income of the US Borrower and its Restricted Subsidiaries, (iii) pay taxes that are not determined by reference to income, but which are imposed on Holdings or any direct or indirect parent company of Holdings as a result of Holdings’ or such parent company’s ownership of the equity of Holdings or the US Borrower or any direct or indirect parent company of Holdings, as the case may be, but only if and to the extent that Holdings or such parent company has not received cash or other property in connection with the events or transactions giving rise to such taxes, (iv) to the extent of amounts paid by Unrestricted Subsidiaries to the

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US Borrower or any Restricted Subsidiary, pay the tax liabilities of Unrestricted Subsidiaries or tax liabilities of Holdings or any direct or indirect parent company of Holdings attributable to Unrestricted Subsidiaries, (v) pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence, (vi) finance any Investment permitted to be made hereunder other than Section 6.7(k), and so long as (A) such dividends shall be made substantially concurrently with the closing of such Investment and (B) Holdings and the US Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the US Borrower or a Restricted Subsidiary or (2) the merger of the Person formed or acquired into the US Borrower or a Restricted Subsidiary in order to consummate such Investment (and subject to the provisions of Sections 5.9 and 6.4), (vii) pay costs, fees and expenses related to any unsuccessful equity or debt offering (other than any such offering intended to benefit Subsidiaries of any such parent company other than Holdings, the US Borrower and its Restricted Subsidiaries) or any strategic transactions (including Investments or Dispositions) related to its ownership of the US Borrower and its Restricted Subsidiaries and (viii) make payments permitted under Section 6.9 (other than Section 6.9(c), and only to the extent such payments have not been and are not expected to be made directly by the US Borrower or a Restricted Subsidiary); provided that dividends paid pursuant to this Section 6.6(c) (other than dividends paid pursuant to clause (ii) above) are used by Holdings or any direct or indirect parent holding company of Holdings for such purpose within 45 days of the receipt of such dividends or are refunded to the US Borrower;

(d) the US Borrower may pay cash dividends to Holdings to permit Holdings to pay (and Holdings may pay) cash dividends to the holders of Holdings’ Capital Stock or make any other Restricted Payment in an amount (disregarding any such dividends made by the US Borrower to Holdings to permit Holdings to make corresponding dividends or such other Restricted Payments) in an aggregate amount not to exceed the sum of (i) the Available Starter Basket at the time such cash dividend is paid plus (ii) if the Total Leverage Ratio, determined on a Pro Forma Basis at the time of and after giving effect to the payment of such cash dividend, is equal to or less than 6.00:1.00, the Available Builder Basket at the time such cash dividend is paid; provided that at any time such cash dividend is paid pursuant to this clause (d), no Event of Default shall have occurred and be continuing;

(e) any non-Wholly Owned Subsidiary of the US Borrower may declare and pay cash dividends to its equity holders generally so long as the US Borrower or its respective Restricted Subsidiary that owns the equity interests in the Restricted Subsidiary paying such dividends receives at least its proportionate share thereof (based upon the relative holding of the equity interests in the Restricted Subsidiary paying such dividends);

(f) any non-Guarantor Wholly Owned Subsidiary of the US Borrower may declare and pay cash dividends to the US Borrower or any Restricted Subsidiary of the US Borrower that owns the equity interests in such non-Guarantor Wholly Owned Subsidiary;

(g) the US Borrower and Holdings may pay dividends to permit Holdings or any direct or indirect parent company of Holdings to fund the payment or reimbursement of fees and expenses (including fees and expenses of attorneys, accountants and financial advisors but excluding underwriting commissions) incurred by Holdings, any direct or indirect parent company of Holdings, the Sponsor or their respective affiliates in connection with any proposed IPO (whether or not consummated) of Holdings or any other direct or indirect parent company of Holdings;

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(h) to the extent constituting Restricted Payments, the US Borrower and the Restricted Subsidiaries may enter into and consummate transactions permitted by Section 6.4 or Section 6.7(d) or (s);

(i) repurchases of Capital Stock in Holdings, the US Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Capital Stock represents a portion of the exercise price of such options or warrants or similar rights (as long as Holdings, the US Borrower and the Restricted Subsidiaries make no payment in connection therewith that is not otherwise permitted hereunder);

(j) the US Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof;

(k) following the consummation of the IPO, the declaration and payment of dividends to Holdings to permit Holdings to pay (and Holdings may pay) dividends of up to 6% per annum of the net proceeds received by or contributed to the US Borrower in or from such IPO;

(l) the payment of any dividend or distribution within sixty days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default had occurred and was continuing; and

(m) other Restricted Payments in an aggregate amount not to exceed $5,000,000.

6.7 Limitation on Investments . Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “ Investments ”), except:

(a) extensions of trade credit or the holding of receivables in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(b) investments in cash and Cash Equivalents;

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reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in cash in connection with such Person’s purchase of Capital Stock of Holdings (or any direct or indirect parent thereof; provided that, the amount of such loans and advances used to acquire such Capital Stock shall be contributed to Holdings in cash) and (iii) for any other purpose in an aggregate principal amount outstanding under clauses (i) through (iii) not to exceed $2,000,000 at any time;

(e) Investments in assets useful in the business of the US Borrower and its Restricted Subsidiaries made by the US Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided , that if the underlying Asset Sale or Recovery Event was with respect to a Loan Party, then such Investment shall be consummated by the US Borrower or any Subsidiary Guarantor;

(f) Investments by the US Borrower and the Restricted Subsidiaries constituting the purchase or other acquisition of all or substantially all of the property and assets or businesses of any Person or all or substantially all of the assets constituting a business unit, a line of business or division of such Person, or Capital Stock in a Person that, upon the consummation thereof, will be, or will become part of, a Wholly Owned Subsidiary of the US Borrower (including as a result of a merger or consolidation) (each, a “ Permitted Acquisition ”); provided that

(i) (1) immediately prior to and after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition (and any incurrence or repayment of Indebtedness in connection therewith), (x) the Total Leverage Ratio, determined on a Pro Forma Basis, does not exceed 6.00:1.00 and (y) the First Lien Leverage Ratio, determined on a Pro Forma Basis, does not exceed 4.40:1.00 and the US Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the US Borrower demonstrating such compliance calculation in reasonable detail;

(ii) all of the applicable provisions of Section 5.9 and the Security Documents have been or will be complied with in respect of such Permitted Acquisition;

(iii) the aggregate amount of such Investments by Loan Parties in assets that are not (or do not become) owned by a Loan Party or in Capital Stock of Persons that do not become Loan Parties shall not exceed $25,000,000; and

(iv) any Person, property, assets or divisions acquired in accordance with this clause (f) shall be in the same or a generally related or ancillary line of business as the US Borrower and its Restricted Subsidiaries.

(g) Investments received in connection with the workout, bankruptcy or reorganization of, insolvency or liquidation of, or settlement of claims against and delinquent accounts of and disputes with, franchisees, customers and suppliers, or as security for any such claims, accounts and disputes, or upon the foreclosure with respect to any secured Investment;

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(h) advances of payroll payments to employees, officers, directors and managers of Holdings, the US Borrower and the Restricted Subsidiaries in the ordinary course of business;

(i) Investments by the US Borrower or any of its Restricted Subsidiaries in Unrestricted Subsidiaries in an aggregate amount not to exceed, at any time outstanding, $10,000,000 minus the aggregate amount of Investments under Section 6.7(j);

(j) Investments by the US Borrower or any Guarantor in any Restricted Subsidiary that is not a Loan Party in an aggregate amount not to exceed $10,000,000 minus the aggregate amount of Investments under Section 6.7(i);

(k) Investments by (i) the Loan Parties in any other Loan Party, (ii) any Restricted Subsidiaries in the US Borrower or any Subsidiary Guarantor, (iii) the US Borrower in the Canadian Borrower solely to the extent the US Borrower pays fees, costs, expenses, other amounts or makes reimbursements in respect of the Canadian Tranche Revolving Credit Loans and Canadian Tranche Letters of Credit on behalf of the Canadian Borrower to the extent such payments constitute an Investment, (iv) the Loan Parties in the Canadian Borrower solely to the extent constituting Guarantees of Indebtedness permitted under Section 6.2(a) and (v) any Excluded Subsidiary in any other Excluded Subsidiary; provided that any such Investments made pursuant to this clause (k) in the form of intercompany loans shall be evidenced by notes that have been pledged to the extent required by the Security Documents, Section 5.9 or Section 5.11 (individually or pursuant to a global note (including the Subordinated Intercompany Note)) to the Administrative Agent for the benefit of the Lenders;

(l) Investments consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration for a Disposition permitted by Section 6.5;

(m) Investments existing (or committed to be made) on the Closing Date and identified on Schedule 6.7(m) and any modification, replacement, renewal, reinvestment or extension thereof ( provided that the amount of the original Investment (or the committed amount) is not increased except by the terms of such original Investment or commitment or as otherwise permitted by this Section 6.7);

(n) the US Borrower and its Restricted Subsidiaries may endorse negotiable instruments and other payment items for collection or deposit in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business;

(o) Investments consisting of obligations under Hedge Agreements permitted by Section 6.2;

(p) Investments consisting of Restricted Payments permitted by Section 6.6;

(q) Investments of any Person that becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the US Borrower on or after the date hereof on the date such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the US Borrower; provided that (i) such Investments exist at the time such Person

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becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary, and (ii) such Investments are not made in anticipation or contemplation of such Person becoming (or merging or consolidating or amalgamated with) a Restricted Subsidiary;

(r) Investments consisting of good faith deposits made in accordance with Section 6.3(u);

(s) other Investments in an aggregate amount not to exceed the greater of (x) $10,000,000 and (y) 2.0% of Total Assets;

(t) so long as no Event of Default shall have occurred and be continuing, other Investments in an aggregate amount not to exceed the sum of (i) the Available Starter Basket at the time of such Investment plus (ii) if the Total Leverage Ratio, determined on a Pro Forma Basis at the time of and after giving effect to such Investment, is equal to or less than 6.00:1.00, the Available Builder Basket at the time of such Investment;

(u) deposits made in the ordinary course of business to secure the performance of leases or in connection with bidding on government contracts;

(v) advances in connection with purchases of goods or services in the ordinary course of business;

(w) Guarantee Obligations, letters of credit and similar obligations in respect of obligations not constituting Indebtedness for borrowed money entered into in the ordinary course of business;

(x) Investments consisting of Liens permitted under Section 6.3;

(y) Investments consisting of transactions permitted under Section 6.4, except for Section 6.4(f);

(z) Investments to the extent that payment for such Investments is made solely with Qualified Capital Stock of Holdings or Capital Stock of any direct or indirect parent company of Holdings;

(aa) (i) Investments in a Permitted Receivables Financing Subsidiary or any Investment by a Permitted Receivables Financing Subsidiary in any other Person in connection with a Permitted Receivables Financing; provided , however , that any such Investment in a Permitted Receivables Financing Subsidiary is in the form of a contribution of additional Permitted Receivables Financing Assets and (ii) distributions or payments by such Permitted Receivables Financing Subsidiary of Permitted Receivables Financing Fees;

(bb) Investments made in connection with the Transactions;

(cc) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such direct or indirect parent) in accordance with Section 6.6;

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(dd) Investments funded with Excluded Contributions; and

(ee) the US Borrower and its Restricted Subsidiaries may acquire Capital Stock in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to the US Borrower or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim.

For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of all Returns on such Investment up to the original amount of such Investment.

6.8 Limitation on Optional Payments and Modifications of Junior Debt Instruments, etc . (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease or otherwise satisfy, any Junior Debt other than (i) with the Net Cash Proceeds of Indebtedness then permitted to be incurred pursuant to Section 6.2(p) or other Permitted Refinancing in respect of such Junior Debt (which Permitted Refinancing is permitted under Section 6.2), (ii) so long as no Event of Default shall have occurred and be continuing, in an aggregate amount not to exceed the sum of (A) the Available Starter Basket at the time of such payment, prepayment, repurchase or redemption or defeasance of Junior Debt plus (B) if the Total Leverage Ratio, determined on a Pro Forma Basis at the time of and after giving effect to such payment, prepayment, repurchase or redemption or defeasance or other satisfaction, is equal to or less than 6.00:1.00, the Available Builder Basket at the time of such payment, prepayment, repurchase or redemption or defeasance or other satisfaction of Junior Debt, or (iii) the conversion of such Junior Debt to Qualified Capital Stock of Holdings or Capital Stock of any direct or indirect parent company of Holdings, or (b) amend, modify or otherwise change (pursuant to a waiver or otherwise) any of the terms of any Junior Debt (other than any such amendment, modification or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Holdings, the US Borrower or any of its Restricted Subsidiaries or (ii) does not otherwise adversely affect the Lenders in any material respect), in each case other than (A) pursuant to a refinancing permitted by clause (a)(i) above, (B) to the extent such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (C) if immediately after giving effect thereto such Junior Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Debt was incurred at such time and had not previously been incurred).

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is not an Affiliate. Notwithstanding the foregoing, the US Borrower and its Restricted Subsidiaries may (a) pay Permitted Management Fees and other amounts payable (including all expense reimbursement and indemnification claims) under the Management Agreement, (b) enter into and consummate the transactions listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6, (d)(i) make Investments in Unrestricted Subsidiaries permitted by Section 6.7 and (ii) make Investments permitted by Section 6.7(a), (d), (h), (s) or (t), (e) consummate the Transactions (including the issuance of Capital Stock to any officer, director, employee or consultant of the US Borrower or any of its Subsidiaries or any direct or indirect parent of the US Borrower) and transactions related to or necessary or contemplated in connection with any IPO (whether or not consummated), and, in each case, pay fees and expenses related to thereto, (f) enter into employment and severance arrangements with officers, directors and employees of Holdings (or any direct or indirect parent company of Holdings), the US Borrower and the Restricted Subsidiaries and, to the extent relating to services performed for Holdings, the US Borrower and the Restricted Subsidiaries (as determined in good faith by the senior management of the relevant Person), pay director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided that any purchase of Capital Stock of Holdings (or any direct or indirect holding company of Holdings) in connection with the foregoing shall be subject to Section 6.6, (g) make customary payments to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the US Borrower in good faith, (h) issue or transfer Capital Stock (other than Disqualified Capital Stock) of Holdings (or any direct or indirect parent company of Holdings) to any direct or indirect parent company of Holdings or to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the US Borrower or any of its Subsidiaries or any direct or indirect parent company thereof to the extent otherwise permitted by this Agreement, (i) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the US Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted hereunder, (j) pay reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to holders of Capital Stock of Holdings or any direct or indirect parent company thereof pursuant to any stockholders agreement or registration and participation rights agreement in effect on the Closing Date, (k) transactions between a Borrower or any Restricted Subsidiary and any Person other than an Unrestricted Subsidiary which would constitute a transaction with an Affiliate solely because a director of such Person is also a director of the US Borrower or any direct or indirect parent of the US Borrower; provided , however , that such director abstains from voting as a director of the US Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person, (l) make or accept any contribution to the capital of the US Borrower or other Loan Party and if the Person making such contribution is not a Loan Party, any other Restricted Subsidiary, (m) the non-exclusive licensing of Intellectual Property in the ordinary course of business to permit the commercial exploitation of Intellectual Property between or among Affiliates and Subsidiaries of

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the US Borrower; and (n) transactions in which Holdings, the US Borrower or any of the Restricted Subsidiaries, as the case may be, obtains a letter from an independent financial advisory, investment banking or appraisal firm stating that such transaction is fair to Holding, the US Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of this Section 6.9

6.10 Limitation on Sales and Leasebacks . Enter into any arrangement with any Person providing for the leasing by the US Borrower or any of its Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the US Borrower or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the US Borrower or such Restricted Subsidiary (a “ Sale and Leaseback Transaction ”) unless (i) the sale of such property is made for cash consideration in an amount not less than the fair market value of such property, (ii) the Sale and Leaseback Transaction is permitted by Section 6.5 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.3(r), and (iv) the Sale and Leaseback Transaction would be permitted under Section 6.2, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.2.

6.11 Limitation on Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the US Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations other than (a) this Agreement (including any Incremental Facility Amendment permitted hereby), the other Loan Documents and the Second Lien Loan Documents (in the case of the Second Lien Loan Documents, as in effect as of the date hereof, except for any Incremental Facility Amendment), (b) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the US Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) [Reserved], (i) customary provisions (including customary net worth provisions) in leases, subleases, licenses

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and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (m) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (n) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the US Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the US Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of Holdings, the US Borrower and the Restricted Subsidiaries to make any payments required under the Loan Documents.

6.12 Limitation on Restrictions on Restricted Subsidiary Distributions . Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by Holdings, the US Borrower, the Canadian Borrower or any Subsidiary Guarantor or to Guarantee Indebtedness of the US Borrower, the Canadian Borrower or any Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) the Loan Documents or the Second Lien Loan Documents (in the case of the Second Lien Loan Documents, as in effect as of the date hereof), (ii) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the Second Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (iii) any agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary, solely with respect to such Restricted Subsidiary, (iv) customary net worth provisions contained in real property leases, subleases, licenses or permits entered into by the US Borrower or any of its Restricted Subsidiaries so long as such net worth provisions would not reasonably be expected to impair the ability of the Loan Agreement Parties to comply with their obligations under this Agreement or any of the other Loan Documents, (v) any restriction with respect to Excluded Subsidiaries in connection with Indebtedness permitted by Section 6.2, (vi) to the extent not otherwise permitted under this Section 6.12, agreements, restrictions and limitations described in clauses (a) – (o) of Section 6.11, to the extent set forth in such clauses, (vii) restrictions with respect to the transfer of any asset contained in an agreement that has been entered into in connection with the disposition of such asset permitted hereunder and (viii) prohibitions and limitations arising by operation of law; and (ix) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the US Borrower, no more restrictive with respect to the Borrowers or

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any Restricted Subsidiary than either (i) Section 6.6 of this Agreement or (ii) the then customary market terms for Indebtedness of such type, so long as, in the case of this clause (ii) only, the US Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of Holdings, the US Borrower and the Restricted Subsidiaries to make any payments required under the Loan Documents.

6.13 Limitation on Lines of Business . Enter into any material line of business, either directly or through any Restricted Subsidiary, except for those businesses in which the US Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or ancillary thereto or reasonable extensions thereof.

6.14 Limitation on Activities of Holdings . In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document (a) (i) own any direct Subsidiary other than the US Borrower or a Subsidiary that will promptly be contributed to or merged into the US Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the US Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the US Borrower or a Subsidiary Guarantor, (iii) incur any Indebtedness other than any Indebtedness incurred by Holdings in accordance with Section 6.2 (including its Guarantee Obligations in respect of the Obligations hereunder and other Indebtedness of the US Borrower and its Restricted Subsidiaries that is permitted to be incurred by such Persons hereunder) or (iv) create any Lien on the Capital Stock of the US Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the US Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under clause (a)(iii) above, the Management Agreement, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 6, (v) the issuance of Capital Stock, payment of dividends, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments, in each case subject to any applicable limitations described in clause (a)(iii) above, (vi) participating in tax, accounting and other administrative matters as a member of a consolidated group of companies, (vii) holding any cash or property received in connection with Restricted Payments made by the US Borrower in accordance with Section 6.6 pending application thereof and (viii) providing indemnification to officers and directors and (ix) activities incidental to the businesses or activities described in the foregoing clauses (i) through (viii).

6.15 Modification of Agreements . Amend, modify or change (a) any organizational or governing documents of Holdings, the US Borrower or any Restricted Subsidiary, (b) the terms of the Management Agreement, (c) the terms of the Acquisition Agreement, or (d) the terms of any Second Lien Loan Document (if such amendment, modification or change would be prohibited by the terms of the Intercreditor Agreement), in each case, in any manner that is materially adverse to the interests of the Lenders; provided that in the case of clause (a) above, any amendment, modification or change to the organizational or

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governing documents of any Restricted Subsidiary to effectuate a change in form of entity or organization shall be permitted, subject to the requirements under the Guarantee and Collateral Agreement.

SECTION 7. EVENTS OF DEFAULT

7.1 Events of Default . If any of the following events shall occur and be continuing:

(a) (i) a Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or (ii) a Borrower shall fail to pay any interest on any Loan or any Reimbursement Obligation, or any Loan Agreement Party shall fail to pay any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) any representation or warranty made or deemed made by any Loan Agreement Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement required to be furnished by such Loan Agreement Party at any time under this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished ( provided that, in each case, such materiality qualifier shall not be applicable with respect to any representation or warranty that is qualified or modified by materiality or Material Adverse Effect); or

(c) any Loan Agreement Party shall default in the observance or performance of any agreement contained in clause (i) of Section 5.4(a) (with respect to Holdings and the Borrowers only), Section 5.7(a), Section 5.10 or Section 6; provided that the failure to observe or perform the Financial Covenant shall not in and of itself constitute an Event of Default with respect to any Term Loan Facility until the date on which the Revolving Credit Lenders accelerate payment of the Revolving Credit Loans and terminate their Revolving Credit Commitments in accordance with this Section 7.1 or foreclose upon the Collateral with respect to the Revolving Credit Facilities; and provided , further , that prior to the time it becomes an Event of Default with respect to any Term Loan Facility, any Event of Default under this paragraph (c) based on the failure to observe or perform the Financial Covenant (a “ Financial Covenant Event of Default ”) may be waived, amended, terminated or otherwise modified from time to time by the US Borrower and the Required Revolving Lenders (or by the US Borrower and the Administrative Agent with the consent of the Required Revolving Lenders); or

(d) any Loan Agreement Party shall default in the observance or performance of any covenant or other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days following delivery of written notice thereof to the US Borrower by the Administrative Agent; or

(e) Holdings, the US Borrower or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (excluding the Loans and

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other Indebtedness under the Loan Documents) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than, with respect to Indebtedness consisting of obligations in respect of Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements and not as a result of any default thereunder by Holdings, the US Borrower or any Restricted Subsidiary) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with or without the giving of notice, the lapse of time or both, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable ( provided that this clause (iii) shall not apply to any secured Indebtedness that becomes due or subject to a mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets securing such Indebtedness, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e))); provided , that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clause (i), (ii) or (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000; and provided , further , that upon becoming an Event of Default, such Event of Default shall be deemed to have been remedied and shall no longer be continuing if any such defaults, events or conditions are remedied or waived prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to the below provisions of this Section 7.1 by any of the holders or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holders or beneficiaries) and, after giving effect thereto, at such time, one or more defaults, events or conditions of the type described in clause (i), (ii) or (iii) of this paragraph (e) shall no longer be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000; or

(f) (i) Holdings, the US Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings, the US Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the US Borrower or any of its Restricted Subsidiaries (other than an Immaterial

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Subsidiary) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or for any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, the US Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the US Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings or any of the Borrowers shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that results in liability of the US Borrower or any Commonly Controlled Entity, (ii) any Person shall fail to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived or any Lien in favor of the PBGC or a Plan shall arise on the assets of the US Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA and the present value of all accrued benefits, determined on a termination basis, exceeds the value of the assets of such Plan or (v) the US Borrower or any Commonly Controlled Entity shall be reasonably likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

(h) one or more final judgments or decrees for the payment of money shall be entered against Holdings, the US Borrower or any of its Restricted Subsidiaries involving for Holdings, the US Borrower and its Restricted Subsidiaries, taken as a whole, a liability (to the extent not covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $10,000,000 or more, and all such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

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created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that (i) any of the foregoing results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements or (ii) such loss is covered by a title insurance policy benefitting the Administrative Agent or the Lenders and the related insurer has not asserted in writing that such loss is not covered by such title insurance policy and has not denied coverage; or

(j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents), to be in full force and effect or any Loan Party (or any of its Affiliates that has the power, directly or indirectly, to direct or cause the direction of the management and policies of such Loan Party) shall so assert in writing (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents); or

(k) any Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to one or more of the Borrowers, the Commitments hereunder shall automatically and immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of LC Exposure, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, (B) if such event is a Financial Covenant Event of Default, any or all of the following actions may be taken upon the direction of the Required Revolving Lenders: (i) the Administrative Agent shall, by notice to the US Borrower, declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate, (ii) the Administrative Agent shall, by notice to the US Borrower, declare the Revolving Credit Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement in respect of the Revolving Credit Facilities (including all amounts of LC Exposure, whether or not the beneficiary of the then outstanding Letters of Credit shall have presented the documents referred thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable, or (iii) the Administrative Agent shall, by notice to the US Borrower, commence foreclosure actions with respect to the Collateral and (C) if such event is any other Event of Default or if the Required Revolving Lenders have delivered any direction pursuant to the preceding clause (B) at any time when a Financial Covenant Event of Default has occurred and is continuing, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the US Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the US Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of LC Exposure, whether or

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not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the applicable Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount in immediately available funds equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (and the applicable Borrower hereby grants to the Administrative Agent, for the ratable benefit of the applicable Secured Parties, a continuing security interest in all amounts at any time on deposit in such cash collateral account to secure the undrawn and unexpired amount of such Letters of Credit and all other Obligations). If at any time the Administrative Agent determines that any funds held in such cash collateral account are subject to any right or claim of any Person other than the Administrative Agent and the applicable Secured Parties or that the total amount of such funds is less than the aggregate undrawn and unexpired amount of outstanding Letters of Credit, the applicable Borrower shall, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in such cash collateral account, an amount equal to the excess of (a) such aggregate undrawn and unexpired amount over (b) the total amount of funds, if any, then held in such cash collateral account that the Administrative Agent determines to be free and clear of any such right and claim. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the applicable Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the applicable Borrower (or such other Person as may be lawfully entitled thereto).

7.2 Right to Cure .

(a) Notwithstanding anything to the contrary contained in Section 7.1, in the event that Holdings and the Borrowers fail to comply with the requirements of the Financial Covenant on the last day of any fiscal quarter, during the period beginning on the first day following the last day of the applicable fiscal quarter until the expiration of the tenth Business Day subsequent to the date the Compliance Certificate to be delivered pursuant to Section 5.2(b) is required to be delivered with respect to such fiscal quarter, Holdings shall have the right to use cash proceeds of any equity contribution to Holdings during such period (any such equity contribution to Holdings to exercise the Cure Right pursuant to this Section, a “ Cure Contribution ”) or any issuance of common equity by Holdings (other than any issuance of Disqualified Capital Stock) during such period (any such common equity issued by Holdings to exercise the Cure Right pursuant to this Section, “ Cure Securities ”) to make an intercompany advance or common equity contribution to, or purchase the common equity of, the US Borrower (collectively, the “ Cure Right ”), and upon the receipt by the US Borrower of such cash (the “ Cure Amount ”) pursuant to the exercise by Holdings of such Cure Right and request to the Administrative Agent to effect such recalculation, the Financial Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased for such fiscal quarter (and any four fiscal quarter-period that includes such fiscal quarter), solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

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(ii) if, after giving effect to the foregoing recalculations, the US Borrower shall then be in compliance with the requirements of the Financial Covenant, the US Borrower shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

(b) Notwithstanding anything herein to the contrary (i) in each four-consecutive-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right may be exercised no more than five times, (iii) the Cure Amount shall be no greater than the amount required for purposes of causing Holdings and the Borrowers to comply with the Financial Covenant as of the relevant date of determination, (iv) no Indebtedness repaid with the proceeds of a Cure Contribution or Cure Securities shall be deemed repaid for the purposes of recalculating the Financial Covenant (other than for purposes of determining if the Financial Covenant is in effect for subsequent periods) during the period in which the Cure Amount is included in the calculation of Consolidated EBITDA, and (v) except to the extent of any reduction in Indebtedness from such proceeds allowed by clause (iv), the proceeds of a Cure Contribution or Cure Securities shall be disregarded for other purposes of this Agreement (including determining pricing, financial ratio-based conditions (subject to the terms of clause (iv) above) or basket amounts).

(c) Upon the Administrative Agent’s receipt of a notice from Holdings or a Borrower that it intends to exercise the Cure Right (a “ Notice of Intent to Cure ”), until the 10th Business Day subsequent to the date of required delivery of the related Compliance Certificate delivered pursuant to Section 5.2(b) to which such Notice of Intent to Cure relates, neither the Administrative Agent nor any Lender shall exercise the right to accelerate payment of the Loans or terminate or suspend the Commitments and neither the Administrative Agent nor any other Lender shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an allegation of an Event of Default having occurred and being continuing under Section 7.1 due to failure by Holdings or the Borrowers to comply with the requirements of the Financial Covenant for the applicable period.

SECTION 8. THE AGENTS

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together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent to enter into each Security Document, the Intercreditor Agreement and any other intercreditor or subordination agreements contemplated hereby (including any First Lien Intercreditor Agreement) on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to be bound by the terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

8.2 Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

8.3 Exculpatory Provisions . None of any Agent, Issuing Bank, nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any other Credit Party for any recitals, statements, representations or warranties made by any Loan Agreement Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents or Issuing Banks under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Agreement Party a party thereto to perform its obligations hereunder or thereunder. None of the Agents nor any Issuing Bank shall be under any obligation to any other Credit Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Agreement Party.

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of the Required Lenders (or, if so specified by this Agreement, all affected Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

8.5 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, Holdings or the US Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all affected Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

8.6 Non-Reliance on Agents and Other Lenders . Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Agreement Party or any Affiliate of a Loan Agreement Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Agreement Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Agreement Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Agreement Party or any Affiliate of a Loan Agreement Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

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8.7 Indemnification . The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Holdings or the Borrowers and without limiting any obligation of Holdings or the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

8.8 Agent in Its Individual Capacity . Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Agreement Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

8.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the US Borrower. If the Administrative Agent shall resign as Administrative Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to written approval by the US Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has been appointed as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders, subject to written approval by the US Borrower (which approval shall not be unreasonably withheld or delayed), appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 and of Section 9.5 shall continue to inure to its benefit.

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8.10 Syndication Agent . The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.

SECTION 9. MISCELLANEOUS

9.1 Notices . All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to Holdings or the Borrowers, to it at:

Continental Building Products LLC

12018 Sunrise Valley Drive

Reston, VA 20191

Attention: Chief Financial Officer

with copies (which shall not constitute notice) to:

Continental Building Products LLC

12018 Sunrise Valley Drive

Reston, VA 20191

Attention: General Counsel

and

Joerg Esdorn

Gibson, Dunn & Crutcher LLP

200 Park Ave # 47

New York, NY 10166

Facsimile No. (212) 351-5276

E-mail: JEsdorn@gibsondunn.com

(ii) if to the Administrative Agent, to it at:

Credit Suisse AG

Eleven Madison Avenue, 23rd Floor

New York, NY 10010

Attention: Agency Manager

Facsimile: (212) 322-2291

E-mail: agency.loanops@credit-suisse.com

(iii) if to Credit Suisse, in its capacity as Issuing Bank, to it at:

Credit Suisse AG

Eleven Madison Avenue, 23rd Floor

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New York, NY 10010

Attention: LC Department

Facsimile: (212) 325-8315

E-mail: list.ib-letterofcredit@credit-suisse.com

(iv) if to Royal Bank of Canada, in its capacity as Issuing Bank, to it at:

Royal Bank of Canada

20 King Street W, 4th Floor

Toronto, ON Canada M5H 1C4

Attention: Global Loans Administration

Facsimile: (212) 428-2372

E-mail: jackie.dias@rbc.com

(v) if to any other Lender or Issuing Bank, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

All notices and other communications given to any party hereto, in accordance with the provisions of this Agreement, shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.1, or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.1. As agreed to among Holdings, the US Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

Holdings and the US Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to Holdings and the US Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Section 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.9, or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.7, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “ Communications ”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and the US Borrower agree, and agree to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

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Holdings and the US Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by, or on behalf of, the Borrowers hereunder (collectively, the “ Borrower Materials ”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive information and documentation that is (x) of a type that would be publicly available if Holdings and its Subsidiaries were public reporting companies or (y) does not contain MNPI (collectively, “ Public Lender Information ”)) (each, a “ Public Lender ”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any Private Lender Information (as defined below) ( provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the US Borrower notifies the Administrative Agent promptly that any such document contains Private Lender Information: (A) the Loan Documents, (B) notification of changes in the terms of the Facilities and (C) all information delivered pursuant to Section 5.1 and Section 5.2(b). “ Private Lender Information ” means any information and documentation that is not Public Lender Information.

Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain MNPI.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS

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RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN AGREEMENT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN AGREEMENT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its electronic mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

9.2 Waivers; Amendments . (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Holdings or the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement or any other Loan Document nor any provision hereof or thereunder may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the US Borrower (and solely in respect of any waiver, amendment or modification in respect of the Canadian Revolving Credit Facility, the Canadian Borrower) and the Required Lenders or by the US Borrower (and, if applicable, the Canadian Borrower) and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in

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Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute an increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees or premiums payable hereunder, without the written consent of each Lender directly and adversely affected thereby (except (x) in connection with the waiver of applicability of any post-Default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each directly and adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial covenants or definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees or premiums payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute a postponement of the scheduled date of payment of principal of any Loan or expiration of any Commitment of any Lender), (iv) change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, or change the application of proceeds provision in either Section 6.4 of the Guarantee and Collateral Agreement or Section 4.1(b) of the Intercreditor Agreement (or the corresponding provision in any First Lien Intercreditor Agreement), in each case without the written consent of each Lender directly and adversely affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or grant any consent hereunder, (vi) impose additional restrictions on the ability of any Lender to assign any of its rights and obligations hereunder without the prior written consent of such Lender, or (vii) except as otherwise expressly provided in Section 9.14 or in the Guarantee and Collateral Agreement, release all or substantially all of the Collateral or release Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement representing all or substantially all of the value of such guarantees, taken as a whole, in each case, without the written consent of each Lender directly and adversely affected thereby; provided , further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder in a manner adverse to the Administrative Agent or such Issuing Bank, as the case may be, without the prior written consent of the Administrative Agent or such Issuing Bank, as the case may be. Notwithstanding the foregoing, (i) amendments, waivers and other modifications may be made to Sections 6.1 and 7.2 (and definitions to the extent relating to such Sections) (including, for the avoidance of doubt, the amendment, waiver, termination or other modification of a Financial Covenant Event of Default) with only the written consent of the Required Revolving Lenders (or by the Borrowers and the Administrative Agent with the consent of the Required Revolving Lenders) (unless an Event of Default under Section 7.1(c) has occurred with respect to the Term Loan Facilities as provided in Section 7.1(c), in which case this sentence shall cease to apply until such Event of Default with respect to the Term Loan Facilities is no longer continuing) and (ii) amendments, waivers and other modifications to the provisions of any Loan Document in a manner that by its terms adversely affects the rights or obligations of Lenders holding Loans or Commitments of a particular Class (but not the rights or obligations of Lenders holding Loans or Commitments of any other Class) will require only the

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prior written consent of Lenders holding the requisite percentage under this Section 9.2(b) of the outstanding Loans and unused Commitments of such Class (as if such Class were the only Class of Loans and Commitments then outstanding under this Agreement) and the US Borrower (and with respect to any Canadian Revolving Credit Facility, the Canadian Borrower).

(c) Notwithstanding anything to the contrary contained in this Section 9.2, the Administrative Agent and the US Borrower, in their sole discretion and without the consent or approval of any other party, may amend, modify or supplement any provision of this Agreement or any other Loan Document to (i) amend, modify or supplement such provision or cure any ambiguity, omission, mistake, error, defect or inconsistency, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof ( provided that, if the Required Lenders make such objection in writing, such amendment, modification or supplement shall not become effective without the consent of the Required Lenders), and (ii) to permit additional affiliates of the US Borrower to guarantee the Obligations and/or provide Collateral therefor. Such amendments shall become effective without any further action or consent of any other party to any Loan Document.

(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement or any First Lien Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, Incremental Equivalent Debt, Incremental Equivalent Debt (as defined in the Second Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness in respect of any of the foregoing (or a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of the Intercreditor Agreement or such First Lien Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the Intercreditor Agreement or such First Lien Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

(e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the US Borrower (and, if applicable, the Canadian Borrower) may enter into Incremental Facility Amendments in accordance with Section 2.23, Replacement Facility Amendments in accordance with Section 2.24 and Extension Amendments in accordance with Section 2.25 and joinder agreements with respect thereto in accordance with such sections, and such Incremental Facility Amendments, Replacement Facility Amendments and Extension Amendments and joinder agreements may effect such amendments to the Loan Documents as

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may be necessary or appropriate, in the opinion of the Administrative Agent and the US Borrower, to give effect to the existence and the terms of the Incremental Facility, Replacement Facility or Extension, as applicable, and will be effective to amend the terms of this Agreement and the other applicable Loan Documents (including to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other applicable Loan Documents with the other Term Loans and Revolving Credit Loans, as applicable, and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders), in each case, without any further action or consent of any other party to any Loan Document.

(f) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (and no other party to this Agreement) (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Credit Exposure and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders, as conclusively determined by the Administrative Agent in consultation with the US Borrower.

(g) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the US Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement or any other Loan Documents.

(h) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, this Agreement may be amended (or amended and restated) without the written consent of any Lender (except for any Lender that will hold any portion of such new Term Loans) in order to effect any Repricing Event described in clause (a) of the definition thereof in the form of a new tranche of Term Loans under this Agreement.

(i) Notwithstanding the foregoing, this Agreement may be amended to increase the Canadian Tranche LC Sublimit or the US Tranche LC Sublimit with the written consent of the Issuing Banks and the Administrative Agent.

9.3 Expenses; Indemnity; Damage Waiver . (a) The US Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable fees, disbursements and other charges of legal counsel for the Administrative Agent and the other Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications

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or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of legal counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit and any documentary taxes associated with the Facilities; provided that the US Borrower’s obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Indemnitees described in clauses (i), (ii) and (iii) above, taken as a whole, (y) in the case of any actual conflict of interest, one outside legal counsel for each group of affected Indemnitees similarly situated, taken as a whole, and (z) if necessary, one local or foreign legal counsel in each relevant jurisdiction.

(b) The US Borrower shall indemnify the Administrative Agent, each other Agent, each institution listed as an arranger or bookrunner on the cover page hereof, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, costs and related expenses (including the reasonable out-of-pocket fees, charges and disbursements of (i) one outside legal counsel to the Indemnitees taken as a whole, (ii) in the case of any actual conflict of interest, one outside legal counsel for each group of affected Indemnitees similarly situated, taken as a whole, and (iii) if necessary, one local or foreign legal counsel in each relevant jurisdiction), which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (w) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (x) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (y) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the US Borrower or any of its Subsidiaries, or any Environmental Liability relating to the US Borrower or any of its Subsidiaries, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether or not such claim, litigation, investigation or proceeding is brought by the US Borrower, any of its Affiliates, its creditors or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Primary Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the US Borrower or any of its Subsidiaries and that is brought by an Indemnitee against any other Indemnitee ( provided that in the event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against any Agent or

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Arranger (in either case, in its capacity as such) by other Indemnitees, such Agent or Arranger, as the case may be (in its capacity as such), shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above), (3) arise from any settlement entered into by any Indemnitee or any of its Related Persons in connection with the foregoing without the US Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), or (4) are in respect of indemnification payments made pursuant to Section 8.7, to the extent the US Borrower would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.3(b). As used herein, the “ Primary Related Parties ” of an Indemnitee are its Affiliates with direct involvement in the negotiation and syndication of the Facilities under this Agreement and such Indemnitee’s and Affiliates’ respective Related Parties. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

(c) To the extent permitted by applicable law, none of Holdings, the Borrowers nor any Indemnitee shall assert, and Holdings, the Borrowers and each Indemnitee hereby waives, any claim against Holdings, the Borrowers or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, Holdings and the Borrowers and each Indemnitee hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this paragraph shall limit the obligations of the Borrowers under Section 9.3(b) in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees.

(d) All amounts due under this Section shall be payable not later than thirty days after written demand therefor.

9.4 Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) except as otherwise expressly provided in Section 6.4, the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

(A) the US Borrower, provided that no consent of the US Borrower shall be required (i) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an assignment of Revolving Credit Commitments or Revolving Credit Loans, only if such Lender, Affiliate of a Lender or Approved Fund is a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund in respect of a Revolving Credit Lender, respectively) or a Purchasing Borrower Party or, if a Specified Default has occurred and is continuing, any other Eligible Assignee and (ii) for any assignment during the primary syndication of the First Lien Term Loans or Revolving Credit Commitments to Persons identified to the US Borrower prior to the Syndication Date (as defined in the Commitment Letter); and provided , further , that (x) the US Borrower shall be deemed to have consented to any such assignment unless the US Borrower shall have objected thereto by written notice to the Administrative Agent not later than the tenth Business Day following the date the request for such consent is made and (y) the withholding of consent by the US Borrower to any assignment to any Disqualified Lender shall be deemed reasonable (for the avoidance of doubt, it being understood and agreed that the Administrative Agent shall not have any responsibility or obligation to determine or notify the US Borrower with respect to whether any Lender or potential Lender is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender);

(B) solely in respect of any assignment of all or any portion of a Canadian Tranche Revolving Credit Commitment, the Canadian Borrower;

(D) each Issuing Bank, provided that the consent of the Issuing Banks shall not be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of a Term Loan, $1,000,000 unless each of the US Borrower and the Administrative Agent otherwise consent, provided that no such consent of the US Borrower shall be required if a Specified Default has occurred and is continuing;

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(B) each partial assignment with respect to a Class shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to such Class, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (unless waived by the Administrative Agent in its sole discretion) a processing and recordation fee of $3,500 (treating, for purposes of such fee, multiple, simultaneous assignments by or to two or more Approved Funds as a single assignment);

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(E) any assignment of any Loans to a Purchasing Borrower Party or Affiliated Lender shall be subject to the requirements of Sections 9.4(e) through (h) and with respect to Dutch Auctions, Section 2.12(f).

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and, as applicable, stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, each Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,

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notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank and, if an Event of Default has occurred and is continuing, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.6(c), 2.7(d) or (e), 2.8(b), 2.20(d) or 8.7, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of either Borrower, the Administrative Agent, or any Issuing Bank, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, each Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii) or (vii) of the first proviso to Section 9.2(b) that adversely affects the Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that, subject to clause (ii) of Section 9.4(c) below, each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (and subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.20(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any

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Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from any Borrower under the Loan Documents shall be made available to such Borrower upon reasonable request. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.17, 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the applicable Borrower is notified of the participation sold to such Participant and the sale of the participation to such Participant is made with such Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.19 unless such Participant agrees, for the benefit of the applicable Borrower, to comply (and actually complies) with Section 2.19(f) as though it were a Lender (it being understood that the documentation required under Section 2.19(f) shall be delivered to the participating Lender).

(iii) No participation may be sold to an Affiliated Lender. No participation may be sold to any Purchasing Borrower Party.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to any Person who, after giving effect to such assignment, would be an Affiliated Lender; provided that:

(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(ii) at the time of such assignment and after giving effect to such assignment, the Affiliated Lenders shall not, in the aggregate, hold Term Loans with an aggregate principal amount in excess of 20% of the principal amount of all Term Loans then outstanding;

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(iii) no Affiliated Lender nor any director or officer thereof shall be aware of any MNPI at any time of such assignment and such Affiliated Lender shall affirm the No MNPI Representation or shall represent that it has informed the assigning Lender that it is unable to affirm the No MNPI Representation and such assigning Lender has delivered to such Affiliated Lender customary written assurance that it is a sophisticated investor and is willing to proceed with such assignment; and

(iv) if such Affiliated Lender subsequently assigns the Term Loans acquired by it in accordance with this Section 9.4(e) such Affiliated Lender shall at the time of such assignment of such Term Loans held by it affirm the No MNPI Representation or shall represent that it has informed the potential assignee that it is unable to affirm the No MNPI Representation and such potential Lender has delivered to such Affiliated Lender written assurance that it is a sophisticated investor and is willing to proceed with such assignment.

To the extent not previously disclosed to the Administrative Agent, the US Borrower shall, upon reasonable request of the Administrative Agent (but not more frequently than once per calendar quarter), report to the Administrative Agent the amount and Class of Term Loans held by Affiliated Lenders and the identity of such holders.

(f) Notwithstanding anything in Section 9.2 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Agreement Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document (collectively, “ Required Lender Consent Items ”), an Affiliated Lender shall be deemed to have voted its interest as a Term Loan Lender in the same proportion as the allocation of voting with respect to such matter by Term Loan Lenders who are not Affiliated Lenders, unless the result of such Required Lender Consent Item would reasonably be expected to deprive such Affiliated Lender of its pro rata share (compared to Term Loan Lenders which are not Affiliated Lenders) of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent or such Affiliated Lender is otherwise adversely affected thereby compared to Term Loan Lenders which are not Affiliated Lenders (in which case for purposes of such vote such Affiliated Lender shall have the same voting rights as other Term Loan Lenders which are not Affiliated Lenders).

No Affiliated Lender shall have any right to make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents in the absence, with respect to any such Person, of the gross negligence, bad faith or willful misconduct by such Person and its Primary Related Parties (as determined by a court of competent jurisdiction by final and nonappealable judgment), except with respect to any claims that the Administrative Agent or any other such Lender is treating such Affiliated Lender, in its capacity as a Lender, in a disproportionate manner relative to the other Lenders.

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Additionally, the Loan Agreement Parties and each Affiliated Lender hereby agree that and each Affiliated Lender Assignment and Assumption by an Affiliated Lender shall provide a confirmation that, if a case under Title 11 of the United States Code is commenced against any Loan Agreement Party , such Loan Agreement Party shall seek (and each Affiliated Lender shall consent) to provide that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Agreement Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of the Term Loans or claims held by Lenders that are not Affiliates of the US Borrower.

(g) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Purchasing Borrower Party in accordance with Section 9.4(b); provided that:

(i) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(ii) such assignment shall be made pursuant to a Dutch Auction open to all Lenders of the applicable Class on a pro rata basis pursuant to the Dutch Auction Procedures set forth in Section 2.12(f) or by way of an open market purchase so long as any offer to purchase for any Term Loans shall be made to all Lenders on a pro rata basis;

(iii) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(iv) immediately after giving effect to any such purchase, no Default or Event of Default shall exist;

(v) the applicable Purchasing Borrower Party shall at the time of consummation of any purchase of Term Loans affirm the No MNPI Representation;

(vi) the US Borrower shall not, in any event, use proceeds from Loans made under any Revolving Credit Facility to fund any such assignment; and

(vii) the aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased pursuant to this Section 9.4(g) and each principal repayment installment with respect to the Term Loans of such Class shall be reduced pro rata by the aggregate principal amount of Term Loans purchased.

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Agent and any Lenders or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the US Borrower or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to this Agreement).

9.5 Survival . All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.17, 2.18, 2.19 and 9.3 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

9.6 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (e.g., “PDF” or “TIFF”) shall be effective as delivery of a manually executed counterpart of this Agreement.

9.7 Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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with customary set-offs in connection with Cash Management Obligations and Specified Hedge Agreements), to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust accounts maintained in the ordinary course of business) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the applicable Borrower against any of and all the obligations of the applicable Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender shall notify the Administrative Agent and the US Borrower promptly after any such setoff.

9.9 Governing Law; Jurisdiction; Consent to Service of Process . (a) This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, any party hereto may bring an action or proceeding in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to the Collateral, in a jurisdiction where such Collateral is located.

(c) The Borrowers hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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9.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES 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 LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12 Confidentiality . (a) Each of the Administrative Agent, the Syndication Agent, each Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ employees, legal counsel, independent auditors, professionals and other experts or agents (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested or demanded by any regulatory authority claiming jurisdiction over it or its Affiliates ( provided that such Agent, such Issuing Bank or such Lender, as applicable, shall notify the US Borrower as soon as practicable in the event of any such disclosure by such Person (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising routine examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation), (iii) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel ( provided that such Agent, such Issuing Bank or such Lender, as applicable, shall notify the US Borrower promptly thereof prior to any such disclosure by such Person (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising routine examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation), (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrowers and their obligations ( provided , that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.12 or other provisions at least as restrictive as this Section 9.12), (vii) to the extent that such information is independently developed by it, (viii) with the prior written consent of the US Borrower, (ix) to the extent such Information (A)

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becomes publicly available other than as a result of a breach of this Section 9.12, (B) becomes available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Syndication Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrowers or any of their Affiliates or (C) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent, the Syndication Agent, any Issuing Bank or any Lender or any of their Affiliates or any related parties thereto in violation of any confidentiality obligations owing to Sponsor, the Permitted Investors, the Business or any of their respective affiliates, (x) on a confidential basis to (A) any rating agency in connection with rating Holdings, the US Borrower or its Subsidiaries or the Facilities or (1) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities or (2) market data collectors, similar services, providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, (xi) to the extent necessary or customary for inclusion in league table measurement, and (xii) for purposes of establishing a “due diligence” defense. For the purposes of this Section, “ Information ” means all information received from Holdings, the Borrowers or any of their Affiliates relating to Holdings or the Borrowers or any of their Subsidiaries or businesses, other than any such information that is available other than as a result of a breach of this Section 9.12 to the Administrative Agent, either the Syndication Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Borrower; provided that, in the case of information received from a Borrower after the date hereof, such information is clearly identified on or before the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information which shall in no event be less than commercially reasonable care.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING A BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY A BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT A BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS AND WARRANTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

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9.13 USA PATRIOT Act . Each Lender that is subject to the requirements of the Act hereby notifies the Borrowers that pursuant to the requirements of the Act, it may be required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

9.14 Release of Liens and Guarantees; Secured Parties . (a) In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Capital Stock or assets of any Loan Party to a Person that is not (and is not required hereunder to become) a Loan Party in a transaction permitted under this Agreement, the Liens created by the Loan Documents in respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the US Borrower and at the US Borrower’s expense to further document and evidence such termination and release of Liens created by any Loan Document in respect of such Capital Stock or assets, and, in the case of a transaction permitted under this Agreement the result of which is that a Loan Party would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created by the Loan Documents in respect of such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the US Borrower and at the US Borrower’s expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Obligations (including its Guarantee Obligations under the Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

(b) Upon the payment in full of the Obligations and the termination or expiration of the Commitments, all Liens created by the Loan Documents shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the US Borrower and at the US Borrower’s expense to further document and evidence such termination and release of Liens created by the Loan Documents (including by way of assignment), and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the US Borrower and at the US Borrower’s expense to further

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document and evidence such termination and release of the Guarantors’ Guarantee Obligations in respect of the Obligations (including the Guarantee Obligations under the Guarantee and Collateral Agreement).

(c) Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.8 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. In furtherance of the foregoing, no Hedge Agreement the obligations under which constitute Specified Hedge Agreement obligations and no other agreements the obligations under which constitute Cash Management Obligations, in each case will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Hedge Agreement or such agreement in respect of Cash Management Services shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

9.15 No Fiduciary Duty . Each Agent, each Issuing Bank each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “ Lender Parties ”) may have economic interests that conflict with those of the Loan Agreement Parties, their stockholders and/or their affiliates. Each Loan Agreement Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Parties, on the one hand, and such Loan Agreement Party, its stockholders or its affiliates, on the other. The Loan Agreement Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Agreement Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Parties have assumed any advisory or fiduciary responsibility in favor of any Loan Agreement Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Parties have advised, are currently advising or will advise any Loan Agreement Party, its stockholders or its Affiliates on other matters) or any other

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obligation to any Loan Agreement Party except the obligations expressly set forth in the Loan Documents and (y) the Lender Parties are acting solely as principals and not as the agents or fiduciaries of any Loan Agreement Party, its management, stockholders, creditors or any other Person. Each Loan Agreement Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Agreement Party agrees that it will not claim that the Lender Parties have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to such Loan Agreement Party, in connection with such transaction or the process leading thereto.

9.16 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If any Agent, any Issuing Bank or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by an Agent, Lender or Issuing Bank exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


LSF8 GYPSUM HOLDINGS COMPANY, LLC

By:		/s/ Kyle Volluz

Name:		Kyle Volluz
Title:		Vice President

CONTINENTAL BUILDING PRODUCTS LLC

By: LSF8 Gypsum Holdings Company, LLC, as its sole Member

By: LSF8 GenPar, LLC, as its General Partner

By:		/s/ Kyle Volluz

Name:		Kyle Volluz
Title:		Vice President

CONTINENTAL BUILDING PRODUCTS CANADA INC.

By:		/s/ Kyle Volluz

Name:		Kyle Volluz
Title:		President


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent and Issuing Bank

By:	/s/ John D. Toronto
	Name:	John D. Toronto
	Title:	Authorized Signatory

By:	/s/ Michael Spaight
	Name:	Michael Spaight
	Title:	Authorized Signatory

ROYAL BANK OF CANADA, individually and as Syndication Agent and Issuing Bank

By:	/s/ James Disher
	Name:	James Disher
	Title:	Authorized Signatory

Exhibit 10.15

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 dated as of December 2, 2013 (this “ Amendment ”), to the FIRST LIEN CREDIT AGREEMENT dated as of August 30, 2013 (the “ Credit Agreement ”), among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (“ Holdings ”), Continental Building Products LLC, a Delaware limited liability company (the “ US Borrower ”), Continental Building Products Canada Inc., a Canadian federal corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), the Subsidiary Guarantors party hereto, the several banks and other financial institutions or entities from time to time party thereto (collectively, the “ Existing Lenders ” and, individually, an “ Existing Lender ”), and Credit Suisse AG, as administrative agent and collateral agent (in such capacity, the “ Administrative Agent ”).

A. Pursuant to the Credit Agreement, the Existing Lenders have extended credit to the Borrowers.

B. The Borrowers have requested that the Existing Lenders amend certain provisions of the Credit Agreement as set forth herein, and the Existing Lenders whose signatures appear below, constituting the Required Lenders and the Required Revolving Lenders under the Credit Agreement, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

C. The US Borrower has requested that the persons set forth on Schedule I hereto (the “ Additional Term Lenders ” and, together with the Existing Lenders, the “ Lenders ”) make Incremental Term Loans to the US Borrower in the form of additional First Lien Term Loans in an aggregate principal amount of $95,000,000 (the “ Additional Term Loans ”) on the Amendment Effective Date.

D. The Additional Term Loans shall constitute additional First Lien Term Loans under the Credit Agreement and, after giving effect to this Amendment, shall have the same terms as, and become part of the same Class of Loans as, the First Lien Term Loans.

E. Each Additional Term Lender is willing to make the Additional Term Loans on the Amendment Effective Date on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein (including in the recitals hereto) shall have the meanings given to them in the Credit Agreement (as amended hereby). The rules of interpretation set forth in Section 1.2 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .

SECTION 2. Amendment to the Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 5(a) hereof and, solely with respect to the amendment set forth in clause (l) hereof, subject to the satisfaction of the condition set forth in Section 5(b) hereof, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order therein:

“ 2013 First Lien Incremental Term Loans ”: the First Lien Term Loans incurred pursuant to the First Amendment on the First Amendment Effective Date.

“ 2013 Second Lien Incremental Term Loans ”: the Second Lien Term Loans incurred pursuant to the Second Lien Amendment No. 1 on the First Amendment Effective Date.

“ First Amendment ”: the Incremental Assumption Agreement and Amendment No. 1 dated as of December 2, 2013, among the Borrowers, Holdings, the Subsidiary Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“ First Amendment Effective Date ”: December 2, 2013.

“ Second Lien Amendment No. 1 ”: the Incremental Assumption Agreement and Amendment No. 1 to the Second Lien Credit Agreement dated as of December 2, 2013, among the US Borrower, Holdings, the Subsidiary Guarantors party thereto, the Second Lien Administrative Agent and the lenders party thereto.

“ Special Distribution ”: a one-time cash dividend or distribution paid on the First Amendment Effective Date or shortly thereafter by the US Borrower, directly or indirectly through Holdings, in an aggregate amount not to exceed $130,000,000.

(b) The first paragraph of the definition of “ Applicable Margin ” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Applicable Margin ”: (i) with respect to the First Lien Term Loans, the rate per annum equal to (a) for ABR Loans, 2.75% and (b) for Eurocurrency Loans, 3.75% and (ii) with respect to the Revolving Credit Loans, the rate per annum equal to (a) for ABR Loans, 2.00% and (b) for Eurocurrency Loans, 3.00%; provided that (x) if the US Borrower has achieved a public corporate credit rating of at least B2 by Moody’s and B by S&P, in each case with a stable or better outlook, and for so long as such ratings are maintained, the Applicable Margin with respect to the First Lien Term Loans shall be reduced by 0.25% and (y) after the consummation of an IPO and for as long thereafter as the Capital Stock of a Permitted Holding Company remains publicly traded, upon the satisfaction of a Margin Stepdown Condition (as determined by reference to the applicable Compliance Certificate delivered pursuant to Section 5.2(b)) and for so

long as such Margin Stepdown Condition shall remain satisfied, the Applicable Margin shall be reduced by 0.50% (in addition to any reduction pursuant to clause (x) hereof).

(c) The definition of “ Interest Period ” in Section 1.1 of the Credit Agreement is hereby amended by inserting “or, with respect to the first Interest Period in respect of the 2013 First Lien Incremental Term Loans, a different duration, if all Additional Term Lenders (as defined in the First Amendment) agree to make such Interest Period available)” immediately following “(or, if made available by all participating Lenders, 12 months”.

(d) The definition of “ Term Loans ” in Section 1.1 of the Credit Agreement is hereby amended by inserting “or pursuant to the First Amendment” at the end thereof.

(e) The definition of “Second Lien Credit Agreement” in Section 1.1 of the Credit Agreement is hereby amended by inserting “, as amended by the Second Lien Amendment No. 1,” immediately following “and the other agents party thereto”.

(f) The table appearing in Section 2.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:


Installment	Principal Amount
December 31, 2013	$	1,037,500
March 31, 2014	$	1,037,500
June 30, 2014	$	1,037,500
September 30, 2014	$	1,037,500
December 31, 2014	$	1,037,500
March 31, 2015	$	1,037,500
June 30, 2015	$	1,037,500
September 30, 2015	$	1,037,500
December 31, 2015	$	1,037,500
March 31, 2016	$	1,037,500
June 30, 2016	$	1,037,500
September 30, 2016	$	1,037,500
December 31, 2016	$	1,037,500
March 31, 2017	$	1,037,500
June 30, 2017	$	1,037,500
September 30, 2017	$	1,037,500
December 31, 2017	$	1,037,500
March 31, 2018	$	1,037,500
June 30, 2018	$	1,037,500
September 30, 2018	$	1,037,500
December 31, 2018	$	1,037,500
March 31, 2019	$	1,037,500
June 30, 2019	$	1,037,500
September 30, 2019	$	1,037,500


Installment	Principal Amount
December 31, 2019	$	1,037,500
March 31, 2020	$	1,037,500
June 30, 2020	$	1,037,500
August 28, 2020	$	386,987,500

(g) Section 2.12(e) of the Credit Agreement is hereby amended by replacing the reference to “six months after the Closing Date” therein with “twelve months after the First Amendment Effective Date”.

(h) Subclause (2) of clause (x) of the second sentence of Section 2.23(a) of the Credit Agreement is hereby amended by inserting the words “(which, for the avoidance of doubt, shall not include the 2013 Second Lien Incremental Term Loans)” immediately following “the Second Lien Dollar Basket prior to such time” at the end thereof.

(i) Subclause (3) of clause (x) of the second sentence of Section 2.23(a) of the Credit Agreement is hereby amended by inserting the words “(other than the 2013 First Lien Incremental Term Loans)” immediately following “prior to such time pursuant to this Section 2.23” at the end thereof.

(j) Section 4.2(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(d) Borrowing Notice . (i) In the case of an extension of credit under the Revolving Credit Facilities, delivery of a Borrowing Request pursuant to Section 2.6 or, (ii) in the case of any other extension of credit, delivery of such notice that is required under this Agreement or any other Loan Document (including an Incremental Facility Amendment or Replacement Facility Amendment.”

(k) Section 5.14 of the Credit Agreement is hereby amended by replacing the reference to “Closing Date” therein with “First Amendment Effective Date”.

(l) The table appearing in Section 6.1(a) of the Credit Agreement is hereby amended by replacing each of the references to “6.50:1.00” therein with “6.75:1.00”.

(m) Section 6.2(h) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Indebtedness under the Second Lien Loan Documents (including Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed $155,000,000 plus an amount equal to the aggregate principal amount of Incremental Second Lien Term Loans (as defined in the Second Lien Credit Agreement) permitted to be incurred under the Second Lien Credit Agreement as in effect on the First Amendment Effective Date.”

(n) Each of Section 6.2(q) and Section 6.3(o)(iii) of the Credit Agreement is hereby amended by inserting the word “Holdings,” immediately before the reference to “the US Borrower” in each case therein.

(o) Section 6.4(d) of the Credit Agreement is hereby amended by replacing the reference to “Subsidiary Guarantor” in the proviso with “Loan Party”.

(p) Section 6.6(l) of the Credit Agreement is hereby amended by deleting “and” at the end thereof.

(q) Section 6.6 of the Credit Agreement is hereby amended by inserting a new clause (n) at the end thereof as follows:

“(n) the US Borrower and Holdings may declare and make the Special Distribution on or promptly following the First Amendment Effective Date.”

(r) Section 6.7(f)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(1) immediately prior to and after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition (and any incurrence or repayment of Indebtedness in connection therewith), the Total Leverage Ratio, determined on a Pro Forma Basis, does not exceed 6.00:1.00 and the US Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the US Borrower demonstrating such compliance calculation in reasonable detail;”

(s) Section 6.7(t)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(ii) the Available Builder Basket at the time of such Investment;”

(t) The first sentence of Section 6.9 of the Credit Agreement is hereby amended by inserting the word “Holdings,” immediately before each of the two references to “the US Borrower” therein.

(u) The second sentence of Section 6.9 of the Credit Agreement is hereby amended by inserting the word “Holdings,” in the following places: (x) immediately following the phrase “Notwithstanding the foregoing,” at the beginning thereof, (y) immediately before the reference to “the US Borrower” in clause (i) thereof and (z) immediately before the reference to “a Borrower” in clause (k) thereof.

(v) The proviso to Section 6.15 of the Credit Agreement is hereby amended by inserting the words “Holdings, the US Borrower or” immediately before the reference to “any Restricted Subsidiary”.

SECTION 3. Loans .

(a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the US Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, (A) each Additional Term Loan shall be a “First Lien Term Loan”, a “Term Loan” and a “Loan”, (B) each person that holds Additional Term Loans from time to time shall be a “First Lien Term Loan Lender”, a “Term Loan Lender” and a “Lender”, in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the US Borrower hereby unconditionally promises to repay the First Lien Term Loans (including the Additional Term Loans) in accordance with the schedule of installment payments set forth in Section 2.3 of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as Additional Term Loans and subsequently repaid may not be reborrowed.

(b) The proceeds of the Additional Term Loans will be used, together with the proceeds of new second lien term loans (the “ Incremental Second Lien Term Loans ”) incurred on the date hereof pursuant to the Incremental Assumption Agreement and Amendment No. 1 to the Second Lien Credit Agreement, dated as of the date hereof (the “ Second Lien Amendment ”), and cash on hand, (i) to fund the Special Distribution, (ii) to prepay certain outstanding Revolving Credit Loans and (iii) to pay fees, costs and expenses incurred by the US Borrower in connection with transactions contemplated by this Amendment.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Agreement Party represents and warrants to each of the Lenders, the Administrative Agent and each Issuing Bank that (a) this Amendment has been duly executed and delivered by the US Borrower and each other Loan Agreement Party, and this Amendment constitutes a legal, valid and binding obligation of each Loan Agreement Party that is a party hereto, enforceable against each such applicable Loan Agreement Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (b) after giving effect to this Amendment and the making of the Additional Term Loans and the application of the proceeds thereof, each of the representations and warranties made by any Loan Agreement Party contained in Article III of the Credit Agreement, as amended hereby, or in any other Loan Document shall be true and correct in all material

respects on and as of the Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect); provided that for purposes of the representations in Section 3.4 of the Credit Agreement, the words “Loan Documents” shall be deemed to include this Amendment and (c) as of the Amendment Effective Date, after giving effect to this Amendment and the making of the Additional Term Loans and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing.

SECTION 5. Amendment Effectiveness.

(a) The effectiveness of the amendments to the Credit Agreement contemplated hereby (other than the amendment contemplated by Section 2(l) hereof) and the obligations of each Additional Term Lender to make any Additional Term Loans hereunder shall be subject to the satisfaction (or waiver by the Required Lenders and each Additional Term Lender), on or prior to December 2, 2013, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the Additional Term Loans are made, the “ Term Amendment Effective Date ”):

(i) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) the US Borrower, Holdings, the Canadian Borrower and the Subsidiary Guarantors, (B) the Administrative Agent, (C) Royal Bank of Canada, (D) the Required Lenders and (E) each Additional Term Lender;

(ii) the Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of Gibson, Dunn & Crutcher LLP and a written opinion of Osler, Hoskin & Harcourt LLP, each (A) dated the Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and (C) in form and substance consistent with the opinions delivered by Gibson, Dunn & Crutcher LLP and Osler, Hoskin & Harcourt LLP, respectively, on the Closing Date (other than changes reasonably satisfactory to the Administrative Agent to such opinions resulting from a change in law, change in fact or change to counsels’ respective forms of opinion);

(iii) the Administrative Agent shall have received board resolutions and other closing certificates consistent with those delivered on the Closing Date;

(iv) the Administrative Agent shall have received a Borrowing Request for the Additional Term Loans in form and substance satisfactory to the Administrative Agent not later than 11:00 a.m., New York City time, two Business Days prior to the Amendment Effective Date;

(v) the Second Lien Amendment shall be effective and the US Borrower shall have incurred, or substantially contemporaneously with the initial funding of the

Additional Term Loans on the Amendment Effective Date shall incur, $35,000,000 in aggregate principal amount of Incremental Second Lien Term Loans pursuant to the Second Lien Amendment;

(vi) the Administrative Agent shall have received a solvency opinion from a nationally-recognized investment bank or valuation firm satisfactory to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Term Loans and the application of the proceeds thereof, are Solvent;

(vii) the Administrative Agent shall have received payment of (i) all fees and other amounts due and payable on or prior to the Amendment Effective Date pursuant to this Amendment or separately agreed to in writing by the US Borrower and the arrangers of the Amendment or required by Section 9.3 of the Credit Agreement or by any other Loan Document, including reimbursement or payment of all reasonable out-of-pocket expenses (including the fees, disbursements and other charges of legal counsel) required to be reimbursed or paid by any Loan Agreement Party to the Administrative Agent for which invoices have been presented no later than two Business Days before the Amendment Effective Date and (ii) for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on November 25, 2013, an amendment fee (the “ Amendment Fee ”) in an aggregate amount equal to 0.25% of the aggregate principal amount of the First Lien Term Loans (other than, for the avoidance of doubt, the Additional Term Loans) and/or the aggregate amount of the Revolving Credit Commitments (whether drawn or undrawn), in each case held by such Lender immediately prior to the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable;

(viii) the Lenders shall have received, no later than five Business Days prior to the Amendment Effective Date, all documentation and other information about the US Borrower, the Canadian Borrower and the Guarantors as has been reasonably requested with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; and

(ix) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer or a senior vice president of the US Borrower, certifying that the representations and warranties set forth in Section 4 above are true and correct, and no Default or Event of Default shall exist before or after giving effect to the transactions contemplated hereby, including the application of the proceeds thereof.

(b) The effectiveness of the amendment to the Credit Agreement contemplated by Section 2(l) hereof shall be subject to (i) the Term Amendment Effective Date and (ii) the receipt by the Administrative Agent (or its counsel) of counterparts of this Amendment that bear the signatures of the Required Revolving Lenders. The first Business Day on which all such conditions are so satisfied, the “ Amendment Effective Date ”.

The Administrative Agent shall notify the US Borrower and the Lenders (including the Additional Term Lenders) of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 6. Tax Matters . The US Borrower hereby agrees that it will treat this Amendment as a significant modification (within the meaning of Section 1.1001-3 of the United States Treasury Regulations) of the First Lien Term Loans made on the Closing Date. The Borrower further agrees that it will determine whether or not the Loans are traded on an established market and, if so, the fair market value of the Loans, each within the meaning of Section 1.1273-2(f) of the United States Treasury Regulations. The Borrower shall make the aforementioned determinations available to the Lenders within 90 days of the effective date of the Amendment in the manner provided for notices in Section 9.1 of the Credit Agreement.

SECTION 7. Amendment to the Intercreditor Agreement . Each Lender party hereto agrees that the Administrative Agent shall be permitted to amend the Intercreditor Agreement, and hereby authorizes such amendment to be made, to increase the Maximum First Lien Amount (as defined thereunder) to include the Additional Term Loans incurred hereunder on the date hereof by adding the following at the end thereof: “, plus (e) the aggregate principal amount of all 2013 First Lien Incremental Term Loans (as defined in the First Lien Credit Agreement)”.

SECTION 8. Reaffirmation of Guarantee and Security . The US Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Security Documents continue to be in full force and effect and (b) affirms and confirms its guarantee of the Obligations (after giving effect to this Amendment) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Amendment), all as provided in the Security Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (after giving effect to this Amendment) and the other Loan Documents, including the Additional Term Loans.

SECTION 9. Real Estate Collateral . The Borrowers and Holdings shall, and shall cause the Subsidiaries to, deliver to the Administrative Agent as soon as practicable and in any event no later than 90 Business Day after the Amendment Effective Date (or such later date as shall be acceptable to the Administrative Agent in its sole discretion), with respect to each Mortgaged Property (a) a datedown endorsement in respect of mortgagee’s title policy in respect of such Mortgaged Property insuring that the Mortgage remains a first priority lien on the Mortgaged Property, subject only to Liens permitted by Section 6.3 of the Credit Agreement, and otherwise in form and substance reasonably satisfactory to the Administrative Agent and (b) all other deliverables relating thereto that comply with the requirements set forth in Section 5.9(b)(iv) of the Credit Agreement with respect to real property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

SECTION 10. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” and an “Incremental Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. The changes to the definition of “Applicable Margin” effective pursuant to this Amendment shall apply and be effective on and after the Amendment Effective Date. The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement shall apply and be effective for the period ending on, but not including, the Amendment Effective Date.

SECTION 11. Acknowledgement and Consent. Each Loan Agreement Party hereby acknowledges that it has read this Amendment and consents to the terms hereof. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated thereby.

SECTION 12. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile transmission, “.pdf” or similar electronic format shall be as effective as delivery of a manually signed counterpart of this Amendment.

SECTION 13. Governing Law; Jurisdiction; Etc. The provisions of Sections 9.9 and 9.10 of the Credit Agreement shall apply to this Amendment, mutatis mutandis .

SECTION 14. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of this page intentionally left blank]

SCHEDULE I

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.


LSF8 GYPSUM HOLDINGS COMPANY, LLC

By:		/s/ Timothy A. Power
Name:		Timothy A. Power
Title:		Senior Vice President and General Counsel


CONTINENTAL BUILDING PRODUCTS CANADA INC.

By:		/s/ Timothy A. Power
Name:		Timothy A. Power
Title:		Senior Vice President and General Counsel


CONTINENTAL PALATKA, LLC

By:		/s/ Timothy A. Power
Name:		Timothy A. Power
Title:		Senior Vice President and General Counsel


CONTINENTAL BUCHANAN, LLC

By:		/s/ Timothy A. Power
Name:		Timothy A. Power
Title:		Senior Vice President and General Counsel


CONTINENTAL SILVER GROCE, LLC

By:		/s/ Timothy A. Power
Name:		Timothy A. Power
Title:		Senior Vice President and General Counsel


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Lender,

	By	/s/ John D. Toronto
		Name:	John D. Toronto
		Title:	Authorized Signatory

	By	/s/ Whitney Gaston
		Name:	Whitney Gaston
		Title:	Authorized Signatory

Exhibit 10.16

SECOND LIEN CREDIT AGREEMENT

dated as of

August 30, 2013,

among

LSF8 GYPSUM HOLDINGS COMPANY, LLC,

CONTINENTAL BUILDING PRODUCTS LLC,

THE LENDERS PARTY HERETO

and

CREDIT SUISSE AG,

as Administrative Agent

CREDIT SUISSE SECURITIES (USA) LLC

and

RBC CAPITAL MARKETS, ¹

as Joint Lead Arrangers and Joint Bookrunners

ROYAL BANK of CANADA,

as Syndication Agent

Reference is made to the Intercreditor Agreement dated as of August 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”), between Credit Suisse AG, as First Lien Agent (as defined therein), and Credit Suisse AG, as Second Lien Agent (as defined therein). Each Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreement, (b) consents to the subordination of Liens provided for in the Intercreditor Agreement, (c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and (d) authorizes and instructs the Administrative Agent to enter into the Intercreditor Agreement as Administrative Agent and on behalf of such Lender, and to exercise its powers and perform its duties thereunder as directed by the Required Lenders. The foregoing provisions are intended as an inducement to the lenders under the First Lien Credit Agreement to permit the incurrence of Indebtedness under this Agreement and to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions.

¹	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS


		Page

SECTION 1.	DEFINITIONS		1

1.1	Defined Terms		1
1.2	Other Definitional Provisions		50
1.3	Classification of Loans and Borrowings		51
1.4	Accounting Terms; GAAP		51
1.5	Pro Forma Calculations		52
1.6	Classification of Permitted Items		53
1.7	Rounding		53
1.8	Currency Equivalents Generally		53

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS		54

2.1	Closing Date Commitments		54
2.2	Procedure for Borrowing		54
2.3	Repayment of Closing Date Loans		54
2.4	[Reserved]		54
2.5	Loans and Borrowings		54
2.6	[Reserved]		55
2.7	[Reserved]		55
2.8	Funding of Borrowings		55
2.9	Interest Elections		55
2.10	Termination and Reduction of Commitments		57
2.11	Evidence of Debt		57
2.12	Prepayment of Loans		57
2.13	Fees		60
2.14	Mandatory Prepayments		60
2.15	Interest		63
2.16	Alternate Rate of Interest		64
2.17	Increased Costs		64
2.18	Break Funding Payments		65
2.19	Taxes		66
2.20	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		69
2.21	Mitigation Obligations; Replacement of Lenders		70
2.22	Defaulting Lenders		72
2.23	Incremental Facilities		72
2.24	Replacement Facilities		75
2.25	Extensions of Loans		77

SECTION 3.	REPRESENTATIONS AND WARRANTIES		80

3.1	Financial Condition		80
3.2	No Change		81


3.3	Corporate Existence; Compliance with Law	81
3.4	Organizational Power; Authorization; Enforceable Obligations	81
3.5	No Legal Bar	81
3.6	No Material Litigation	82
3.7	Ownership of Property; Liens	82
3.8	Intellectual Property	82
3.9	Taxes	82
3.10	Federal Regulations	82
3.11	ERISA	83
3.12	Investment Company Act	83
3.13	Restricted Subsidiaries	83
3.14	Use of Proceeds	83
3.15	Environmental Matters	84
3.16	Accuracy of Information, etc	84
3.17	Security Documents	85
3.18	Solvency	86
3.19	Patriot Act; FCPA; OFAC	86
3.20	Broker’s or Finder’s Commissions	86
3.21	Labor Matters	86

SECTION 4.	CONDITIONS PRECEDENT	87

4.1	Conditions to Initial Extension of Credit	87
4.2	Conditions to Each Post-Closing Extension of Credit	90

SECTION 5.	AFFIRMATIVE COVENANTS	91

5.1	Financial Statements	91
5.2	Certificates; Other Information	92
5.3	Payment of Obligations	94
5.4	Conduct of Business and Maintenance of Existence, Compliance with Laws, etc	94
5.5	Maintenance of Property; Insurance	95
5.6	Inspection of Property; Books and Records; Discussions	95
5.7	Notices	96
5.8	Environmental Laws	96
5.9	Additional Collateral, etc	96
5.10	Use of Proceeds	98
5.11	Further Assurances	99
5.12	Maintenance of Ratings	99
5.13	Designation of Subsidiaries	99
5.14	Interest Rate Protection	100
5.15	Post-Closing Matters	100

SECTION 6.	NEGATIVE COVENANTS	100

6.1	[Reserved]	100


6.2	Limitation on Indebtedness	100
6.3	Limitation on Liens	104
6.4	Limitation on Fundamental Changes	108
6.5	Limitation on Disposition of Property	110
6.6	Limitation on Restricted Payments	112
6.7	Limitation on Investments	115
6.8	Limitation on Optional Payments and Modifications of Junior Debt Instruments, etc	118
6.9	Limitation on Transactions with Affiliates	119
6.10	Limitation on Sales and Leasebacks	120
6.11	Limitation on Negative Pledge Clauses	121
6.12	Limitation on Restrictions on Restricted Subsidiary Distributions	122
6.13	Limitation on Lines of Business	122
6.14	Limitation on Activities of Holdings	122
6.15	Modification of Agreements	123

SECTION 7.	EVENTS OF DEFAULT	123

7.1	Events of Default	123
7.2	[Reserved]	127

SECTION 8.	THE AGENTS	127

8.1	Appointment	127
8.2	Delegation of Duties	127
8.3	Exculpatory Provisions	127
8.4	Reliance by Administrative Agent	128
8.5	Notice of Default	128
8.6	Non-Reliance on Agents and Other Lenders	128
8.7	Indemnification	129
8.8	Agent in Its Individual Capacity	129
8.9	Successor Administrative Agent	130
8.10	Syndication Agent	130

SECTION 9.	MISCELLANEOUS	130

9.1	Notices	130
9.2	Waivers; Amendments	133
9.3	Expenses; Indemnity; Damage Waiver	136
9.4	Successors and Assigns	137
9.5	Survival	143
9.6	Counterparts; Integration; Effectiveness	144
9.7	Severability	144
9.8	Right of Setoff	144
9.9	Governing Law; Jurisdiction; Consent to Service of Process	144
9.10	WAIVER OF JURY TRIAL	145
9.11	Headings	145

iii


9.12	Confidentiality	145
9.13	USA PATRIOT Act	147
9.14	Release of Liens and Guarantees; Secured Parties	147
9.15	No Fiduciary Duty	148
9.16	Interest Rate Limitation	149

SCHEDULES:


1.1		Mortgaged Property
2.1		Lenders
3.4		Consents, Authorizations, Filings and Notices
3.13(a)		Restricted Subsidiaries
3.13(b)		Agreements Related to Capital Stock
5.15		Post-Closing Matters
6.2(d)		Existing Indebtedness
6.3(f)		Existing Liens
6.7(m)		Existing Investments
6.10		Affiliate Transactions

EXHIBITS:


A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Perfection Certificate
E-1		Form of Assignment and Assumption
E-2		Form of Affiliated Lender Assignment and Assumption
F-1		Form of Pari Passu Intercreditor Agreement
F-2		Form of Intercreditor Agreement
G		Form of Term Note
H-1		Form of U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships)
H-2		Form of U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships)
H-3		Form of U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships)
H-4		Form of U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships)
I		Form of Borrowing Request
J		Form of Solvency Certificate

SECOND LIEN CREDIT AGREEMENT, dated as of August 30, 2013, among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (including its permitted successors, “ Holdings ”), Continental Building Products LLC, a Delaware limited liability company (including its permitted successors, the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and CREDIT SUISSE AG, as administrative agent and collateral agent (together with its successors in such capacity, the “ Administrative Agent ”).

PRELIMINARY STATEMENTS

Pursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.1 below), the Borrower will acquire (the “ Acquisition ”) the North American gypsum division of LaFarge North America, Inc., a Maryland Corporation (the “ Seller ”), as described in the Acquisition Agreement (such acquired division, the “ Business ”).

The Borrower has requested that, substantially simultaneously with the consummation of the Acquisition, (i) the Lenders extend credit to the Borrower in the form of Closing Date Loans on the Closing Date in an aggregate principal amount of up to $120,000,000 pursuant to this Agreement and (ii) certain other lenders extend credit to the Borrower in the form of First Lien Term Loans and Revolving Credit Loans pursuant to the First Lien Credit Agreement.

On the Closing Date, the proceeds of the Closing Date Loans, together with (i) the proceeds of the First Lien Term Loans and Revolving Credit Loans and (ii) the proceeds of the Equity Contribution, will be used to finance the Acquisition, to repay Existing Debt and to pay Transaction Costs.

The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ Accounting Change ”: as defined in Section 1.4.

“ Acquisition ”: as defined in the preliminary statements hereto.

“ Acquisition Agreement ”: the Acquisition Purchase Agreement dated June 24, 2013, by and between the Seller and the Sponsor.

“ Act ”: as defined in Section 3.19(a).

“ Additional Lenders ”: any Eligible Assignee that makes an Incremental Second Lien Term Loan or Replacement Term Loan pursuant to Section 2.23 or 2.24.

“ Adjusted LIBO Rate ”: with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that the Adjusted LIBO Rate shall, in no event, be less than 1.00%.

“ Administrative Agent ”: as defined in the preamble hereto.

“ Administrative Questionnaire ”: an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliated Lender ”: LSUSA and its Affiliates, other than (a) Holdings or any Subsidiary of Holdings (including the Borrower) and (b) any natural Person.

“ Agent Indemnitee ”: as defined in Section 8.7.

“ Agents ”: the collective reference to the Administrative Agent and the Syndication Agent.

“ Agreement ”: this Second Lien Credit Agreement.

approximately 11:00 a.m. (London time) by reference to the British Bankers’ Association Interest Settlement Rates (or by reference to any successor or substitute entity or other quotation service providing comparable quotations to such British Bankers’ Association Interest Settlement Rates) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or any such successor or substitute agency) as an authorized vendor for the purpose of displaying such rates). If the Administrative Agent shall have determined (which determination shall be prima facie evidence absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the immediately preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or such Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or such Adjusted LIBO Rate, respectively.

“ Applicable Discount ”: as defined in Section 2.12(f).

“ Applicable Margin ”: the rate per annum equal to (a) for ABR Loans, 6.50% and (b) for Eurodollar Loans, 7.50%; provided that after the consummation of an IPO and for as long thereafter as the Capital Stock of a Permitted Holding Company remains publicly traded, upon the satisfaction of a Margin Stepdown Condition (as determined by reference to the applicable Compliance Certificate delivered pursuant to Section 5.2(b)) and for so long as such Margin Stepdown Condition shall remain satisfied, the Applicable Margin shall be reduced by 0.50%.

Any change to the Applicable Margin resulting from the satisfaction of a Margin Stepdown Condition shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent on or after the date the IPO is consummated of a certificate duly executed by a Responsible Officer indicating that the Margin Stepdown Condition is then satisfied, and ending on the date immediately following the date on which a Compliance Certificate is delivered pursuant to Section 5.2(b) that does not indicate that a Margin Stepdown Condition is then satisfied as of the last day of the Relevant Reference Period to which such Compliance Certificate relates. Notwithstanding the foregoing, the Applicable Margin shall be based on the rate per annum set forth above without giving effect to the proviso if (i) the Borrower fails to deliver the Compliance Certificate required to be delivered pursuant hereto, within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof, or (ii) after and for so long as an Event of Default shall have occurred and is continuing.

“ Arrangers ”: the collective reference to Credit Suisse Securities (USA) LLC and RBC Capital Markets, as lead arrangers and joint bookrunners for the Facilities.

“ Asset Sale ”: any Disposition of Property or series of related Dispositions of Property pursuant to clause (d)(ii), (j), (k), (q) or (w) of Section 6.5 by the Borrower or any of its Restricted Subsidiaries to any Person (other than Holdings, the Borrower or any Restricted Subsidiary), other than any Disposition (whether in a single transaction or through a series of related Dispositions) resulting in aggregate Net Cash Proceeds to the Borrower or any of its Restricted Subsidiaries not exceeding $500,000.

“ Attributable Indebtedness ”: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“ Auction ”: as defined in Section 2.12(f)(i).

“ Auction Amount ”: as defined in Section 2.12(f)(i).

“ Auction Notice ”: as defined in Section 2.12(f)(i).

“ Available Builder Basket ”: as of any date of determination, an amount equal to (without duplication): (a) the sum of (i) the Available Excess Cash Flow Amount on such date, plus (ii) the net cash proceeds from the issuance of Capital Stock of, or capital contributions to, Holdings after the Closing Date (other than proceeds from the issuance of Disqualified Capital Stock or Cure Securities, proceeds from Cure Contributions or Excluded Contributions and proceeds used as described in clause (b)(ix) of the definition of “Consolidated EBITDA”) to the extent that the proceeds thereof are contributed to the Borrower as common Capital Stock, plus (iii) the net cash proceeds received by the Borrower after the Closing Date (or received by Holdings after the Closing Date and contributed to the Borrower as common Capital Stock) from the issuance or sale of convertible or exchangeable Disqualified Capital Stock or debt securities of Holdings, the Borrower or any of the Restricted Subsidiaries that has thereafter been converted into or exchanged for Qualified Capital Stock of Holdings, plus (iv) returns, repayments, interest, profits, distributions, income and similar amounts received in cash or Cash Equivalents by the Borrower and the Restricted Subsidiaries in respect of Investments made using the Available Builder Basket (such amounts not exceeding the fair market value (as determined in good faith by the Borrower) of such original Investment), plus (v) the Investments of the Borrower and the Restricted Subsidiaries made using the Available Builder Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value (as determined in good faith by the Borrower) of the Investments of the Borrower and the Restricted Subsidiaries made using the Available Builder Basket in such Unrestricted Subsidiary at the time of such re-designation or merger or

consolidation and (B) the fair market value (as determined in good faith by the Borrower) of the original Investments by the Borrower and the Restricted Subsidiaries made using the Available Builder Basket in such Unrestricted Subsidiary) minus (b) the sum of (i) the amount of cash dividends paid by the Borrower pursuant to Section 6.6(d), (ii) Investments made pursuant to Section 6.7(t), (iii) optional prepayments, repurchases and redemptions made pursuant to Section 6.8(a)(ii) and (iv) the principal amount of any Indebtedness incurred under Section 6.2(w), in each case utilizing the Available Builder Basket.

“ Available Starter Basket ” as of any date of determination, an amount equal to (a)(i) $12,000,000 plus (ii) returns, repayments, interest, profits, distributions, income and similar amounts received in cash or Cash Equivalents by the Borrower and the Restricted Subsidiaries in respect of Investments made using the Available Starter Basket (such amounts not exceeding the fair market value (as determined in good faith by the Borrower) of such original Investment), plus (iii) the Investments of the Borrower and the Restricted Subsidiaries made using the Available Starter Basket in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value (as determined in good faith by the Borrower) of the Investments of the Borrower and the Restricted Subsidiaries made using the Available Starter Basket in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (B) the fair market value (as determined in good faith by the Borrower) of the original Investments by the Borrower and the Restricted Subsidiaries made using the Available Starter Basket in such Unrestricted Subsidiary) minus (b) the sum of (i) the amount of cash dividends paid by the Borrower pursuant to Section 6.6(d), (ii) Investments made pursuant to Section 6.7(t), (iii) optional prepayments, repurchases and redemptions made pursuant to Section 6.8(a)(ii) and (iv) the principal amount of any Indebtedness incurred under Section 6.2(w), in each case utilizing the Available Starter Basket.

any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Borrower ”: as defined in the preamble.

“ Borrower Materials ”: as defined in Section 9.1.

“ Borrowing ”: Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ”: a request by the Borrower for a Borrowing substantially in the form of Exhibit I.

“ Business ”: as defined in the preliminary statements hereto.

from any action taken pursuant to or in accordance with the Acquisition Agreement or at the request of the Purchaser (as defined in the Acquisition Agreement); and (g) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after June 24, 2013; except in the case of the foregoing clauses (a), (b), (c), (d) or (g), to the extent such events, circumstances, changes in or effects have a materially disproportionate effect on the Business, taken as a whole, relative to other industry participants operating in the same or similar businesses.

“ Canadian Borrower ”: Continental Building Products Canada Inc.

“ Cash Equivalents ”: (a) Dollars, Canadian Dollars, Euros and Sterling; (b) securities and other obligations issued or directly and fully guaranteed or insured by the United States or Canadian government or any agency or instrumentality of the United States or Canadian government ( provided that the full faith and credit of the United States or Canada is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; (c) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic or foreign bank having, or which is a banking subsidiary of a domestic or foreign bank holding company or any U.S. or Canadian branch of a foreign bank having, capital and surplus of not less than $500,000,000 (or its foreign currency equivalent); (d) fully collateralized repurchase obligations for underlying securities of the types described in clauses (b) and (c) above or clause (f) below entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any

time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, maturing within one year after the date of acquisition; (f) marketable short-term money market and similar highly liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) with maturities of one year or less from the date of acquisition; (h) Investments with average maturities of one year or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); and (i) investment funds investing substantially all of their assets in Cash Equivalents of the kinds described in clauses (a) through (h) of this definition.

“ CFC ”: a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ Change in Law ”: (a) the adoption of any law, rule or regulation after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder or (c) compliance by any Lender (or, for purposes of Section 2.17(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law)

of any Governmental Authority made or issued after the date of this Agreement or, if later, the date on which the applicable Lender becomes a Lender hereunder; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated or issued.

“ Change of Control ”: the occurrence of any of the following events: (a) prior to an IPO, the Permitted Investors, taken together, shall cease to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, securities having a majority of the ordinary voting power for the election of directors of Holdings measured by voting power rather than number of shares; (b) at any time after an IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of Holdings or any of its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (excluding from any determination of the amount of Capital Stock beneficially owned by such “person” or “group”, where such person or group includes both Permitted Investors and one or more Persons that are not Permitted Investors, any Capital Stock beneficially owned by Permitted Investors), other than any such “person” or “group” comprised solely of Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock representing more than the greater of (i) 35% of the ordinary voting power for the election of directors of the Permitted Holding Company that shall have issued or sold Capital Stock in the IPO, measured by voting power rather than number of shares, and (ii) the percentage of such ordinary voting power of such Permitted Holding Company held, directly or indirectly, by the Permitted Investors, taken together (unless the Permitted Investors retain the right, by contract or otherwise, to elect or designate a majority of the directors of the Permitted Holding Company); (c) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Permitted Liens); or (d) a Specified Change of Control.

“ Class ”: as applicable with respect to a Facility (a) when used with respect to Lenders, the Lenders under such Facility, (b) when used with respect to Commitments, Commitments to provide such Facility and (c) when used with respect to Loans or Borrowings, Loans or Borrowings under such Facility.

“ Closing Date ”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or waived in accordance with Section 9.2.

“ Closing Date Commitment ”: as to any Lender, the obligation of such Lender, if any, to make a Closing Date Loan to the Borrower hereunder in a principal amount not to exceed the amount set forth under the heading “Closing Date Commitment” opposite such Lender’s name on Schedule 2.1, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Closing Date Commitments is $120,000,000.

“ Closing Date Loan ”: as defined in Section 2.1.

“ Code ”: the Internal Revenue Code of 1986.

“ Collateral ”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is created or purported to be created by any Security Document.

“ Commitment ”: with respect to any Lender, the obligation of such Lender, if any, to make a Loan to the Borrower under this Agreement, including its Closing Date Commitment.

“ Commitment Letter ”: the Commitment Letter dated as of June 23, 2013, among the Borrower, Holdings and the Arrangers.

“ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under subsection (b), (c), (m) or (o) of Section 414 of the Code.

“ Communications ”: as defined in Section 9.1.

“ Company Intellectual Property ”: as defined in Section 3.8(i).

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated July 2013 and furnished to the initial Lenders in connection with the syndication of the Facilities.

“ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Current Assets ”: of the Borrower at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, excluding deferred tax assets, assets held for sale, loans permitted to third parties, pension assets, deferred bank fees and derivative financial instruments, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated Current Liabilities ”: of the Borrower at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, excluding, to the extent otherwise included therein, (a) the current portion of any Funded Debt or other long-term liabilities (including Capital Lease Obligations) or interest, (b) revolving loans and letter of credit obligations under the First Lien Credit Agreement or any other revolving credit facilities or revolving lines of credit, (c) deferred tax liabilities, and (d) non-cash compensation liabilities and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“ Consolidated EBITDA ”: of the Borrower for any period, (a) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period plus (b) without duplication of each other and with amounts that are adjusted pursuant to the definition of Consolidated Net Income, and to the extent deducted in determining such Consolidated Net Income for such period (except with respect to clauses (viii), (x) and (xxi) below), the sum of:

(i) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and withholding taxes for such period, taxes in lieu of income taxes and payroll tax credits, income tax credits and similar tax credits,

(ii) total interest expense and, to the extent not reflected in such total interest expense, payments made in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk (minus any payments received in respect of such hedging obligations or other derivative instruments), amortization or write off of debt discount and debt issuance costs and commissions and discounts and other fees and charges (including bank fees) associated with Indebtedness (including the Loans, the First Lien Loans and Letters of Credit),

(iii) depreciation and amortization expense (which, for the avoidance of doubt, will include amortization of debt expense),

(iv) amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(vii) any Permitted Management Fees paid or accrued during such period and any other management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid to or on behalf of any direct or indirect parent company of the Borrower or any of the Permitted Investors, to the extent permitted to be paid under Section 6.9 (and any accruals in respect thereof) ( provided that any amounts that are added back to Consolidated EBITDA pursuant to this clause (vii) in respect of items accrued during such period shall not be added back to Consolidated EBITDA pursuant to this clause in any subsequent period),

(ix) (A) any costs or expenses incurred pursuant to any management equity plan or stock option plan, share-based incentive compensation plan or any other management or employee benefit plan or agreement, pension plan, any stock subscription or stockholders agreement or any distributor equity plan or agreement, (B) any executive compensation charges or expenses and (C) any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of equity interests held by management, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with net cash proceeds contributed to the Borrower as a capital contribution or net cash proceeds of issuances of Capital Stock of the Borrower (other than Disqualified Capital Stock, Cure Securities and Cure Contributions),

(x) expected “run-rate” cost savings, operating expense reductions, other operating improvements and synergies relating to any Pro Forma Transactions, including the Transactions (as determined by the Borrower in good faith subject to the provisions of Section 1.5(c)); provided that the aggregate amount added back pursuant to this clause (x) in any Test Period shall not exceed 20% of Consolidated EBITDA with respect to such period (prior to giving effect to the add-backs pursuant to this clause (x)),

(xiii) earn-out obligations incurred in connection with any Permitted Acquisition or other Investment and paid or accrued during the applicable period,

(xvi) any non-controlling or minority interest expense consisting of income attributable to third parties in respect of their equity interests in non-Wholly Owned Subsidiaries,

(xvi) losses, charges and expenses related to payments made to option holders of the Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution,

(xvii) losses or discounts on sales of Permitted Receivables Financing Assets in connection with any Permitted Receivables Financing,

(xxi) to the extent not included in determining Consolidated Net Income for such period, business interruption insurance proceeds in an amount representing the earnings for such period that such proceeds are intended to replace (whether or not yet received so long as the Borrower in good faith expects to receive the same within the four fiscal quarters immediately following such business interruption (it being understood that to the extent not actually received within such four fiscal quarters, such amount shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)), and

(xxii) any costs or expenses under any pension plans retained by the US Seller or the Canadian Seller (each as defined in the Acquisition Agreement) payable by or

attributable to the Borrower or its Subsidiaries pursuant to the provisions of the Acquisition Agreement; provided that the aggregate amount added back pursuant to this clause (xxii) shall not exceed $2,000,000 and such amount shall only be permitted to be added back for purposes of any Test Period ending on or prior to December 31, 2013, minus

(i) interest income on cash and Cash Equivalents and other similar securities (except to the extent deducted in determining total interest expense),

(v) any non-controlling or minority interest income consisting of loss attributable to third parties in respect of their equity interests in non-Wholly Owned Subsidiaries.

Notwithstanding the foregoing, (A) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the fiscal quarter ending September 30, 2012, shall be deemed to be equal to $14,516,000, (B) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the fiscal quarter ending December 31, 2012, shall be deemed to be equal to $14,712,000, (C) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the fiscal quarter ending March 31, 2013, shall be deemed to be equal to $20,581,000 and (D) the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the fiscal quarter ending June 30, 2013, shall be deemed to be equal to $28,164,000.

“ Consolidated Net Income ”: of the Borrower for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings or any direct or indirect parent of Holdings during such period attributable to the operations of the Borrower and the Subsidiaries as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or would be entitled under the Loan Documents to make any Restricted Payment or other payment to or for the account of Holdings in respect thereof); provided that, for the avoidance of doubt, in calculating Consolidated Net Income of the Borrower and its consolidated Restricted Subsidiaries for any period, there shall be included the aggregate amount actually paid to the Borrower and its Restricted Subsidiaries in cash during such period on account of business

interruption insurance representing the earnings for such period that such proceeds are intended to replace; provided , further , that in calculating Consolidated Net Income of the Borrower and its consolidated Restricted Subsidiaries for any period, there shall be excluded, without duplication,

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries;

(b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or a Restricted Subsidiary in the form of dividends or distributions;

(c) solely for the purpose of determining Excess Cash Flow, the undistributed earnings of any Restricted Subsidiary of the Borrower (other than a Subsidiary Guarantor) to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document or First Lien Loan Document) or Requirement of Law applicable to such Restricted Subsidiary unless such restriction or prohibition with respect to the declaration or payment of dividends or similar distributions has been legally waived ( provided that Consolidated Net Income will be increased by the amount of dividends or other distributions paid in cash to the Borrower or a Restricted Subsidiary not subject to such restriction or prohibition in respect of such period, to the extent not already included therein);

(e) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes;

(f) any net after-tax income (or loss) from discontinued operations or the disposal thereof;

(h) any net after-tax extraordinary, non-recurring or unusual gains or losses or expenses;

(j) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually indemnified or reimbursed, or, so long as the Borrower has made a good-faith determination that a reasonable basis exists for such indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within four fiscal quarters of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such four fiscal quarters);

(k) any cash charges associated with the rollover, acceleration or payout of Capital Stock by, or to, management or other holders of Capital Stock of the Borrower or any of its parent companies or Restricted Subsidiaries in connection with the Transactions; and

“ Consolidated Secured Debt ”: at any date, the aggregate principal amount of all Consolidated Total Debt that is secured by a Lien.

“ Consolidated Total Debt ”: at any date an amount equal to the aggregate outstanding principal amount of all third party Indebtedness of the Borrower and its Restricted Subsidiaries at such date that would be classified as a liability on the consolidated balance sheet of the Borrower, in accordance with GAAP, consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit, Capital Lease Obligations and third party debt obligations evidenced by bonds, notes, debentures or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any amounts under any Permitted Receivables Financing, (ii) any letter of credit, except to the extent of obligations in respect of drawn letters of credit unreimbursed for at least three Business Days and (iii) obligations under Hedge Agreements unless such obligations have not been paid when due.

“ Consolidated Working Capital ”: at any date, the difference of (a) Consolidated Current Assets of the Borrower on such date less (b) Consolidated Current Liabilities of the Borrower on such date.

“ Contract Consideration ”: as defined in the definition of the term “Excess Cash Flow”.

“ Credit Party ”: the Administrative Agent or any other Lender.

“ Credit Suisse ”: Credit Suisse AG.

“ Cure Contribution ”: as defined in Section 7.2(a) of the First Lien Credit Agreement as in effect on the date hereof.

“ Cure Securities ”: as defined in Section 7.2(a) of the First Lien Credit Agreement as in effect on the date hereof.

“ Default ”: any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ”: any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans (unless such Lender indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s and the Borrower’s receipt of such certification in form and substance reasonably satisfactory to the Administrative Agent, or (d) admits that it is insolvent or has become the subject of a Bankruptcy Event. This definition is subject to the provisions of the last paragraph of Section 2.22.

“ Designated Non-Cash Consideration ”: the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 6.5(j) that is designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“ Discharge of First Lien Obligations ”: as defined in the Intercreditor Agreement.

“ Discount Range ”: as defined in Section 2.12(f).

“ Disqualified Capital Stock ”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (i) matures or is mandatorily redeemable (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the then Latest Maturity Date at the time of issuance, except, in the case of clauses (i) and (ii), if as a result of a change of control event or asset sale or other Disposition or casualty event, so long as any rights of the holders thereof to require the redemption thereof upon the occurrence of such a change of control event or asset sale or other Disposition or casualty event are subject to the prior payment in full of the Obligations; provided that if such Capital Stock is issued pursuant to a plan for the benefit of employees of Holdings, the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Dollars ” and “ $ ”: lawful currency of the United States of America.

“ Domestic Subsidiary ”: a Restricted Subsidiary that is organized under the laws of the United States of America or any State thereof or the District of Columbia.

“ Dutch Auction ”: an auction of Loans conducted (a) pursuant to Section 9.4(e) to allow an Affiliated Lender to acquire Loans at a discount to par value and on a non pro rata basis or (b) pursuant to Section 9.4(g) to allow a Purchasing Borrower Party to prepay Loans at a discount to par value and on a non pro rata basis, in each case in accordance with the applicable Dutch Auction Procedures.

“ Dutch Auction Procedures ”: Dutch auction procedures as set forth in Section 2.12(f) and otherwise as reasonably agreed upon by the applicable Affiliated Lender or Purchasing Borrower Party and the Administrative Agent.

“ Environmental Permits ”: any and all permits, licenses, approvals, registrations, and other authorizations of a Governmental Authority required under any Environmental Law.

“ Equity Contribution ”: collectively, the cash contributions to be made on the Closing Date (a) by the Sponsor to Holdings as cash common equity and (b) by Holdings to the Borrower as cash common equity in exchange for the issuance of the Borrower to Holdings of all of its Capital Stock (with all such contributions to be in the form of common equity interests).

“ ERISA ”: the Employee Retirement Income Security Act of 1974.

“ Eurodollar ”: when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ”: any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Excess Cash Flow ”: for any Excess Cash Flow Period, the excess, if any, of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period,

(iii) the amount of the net decrease, if any, in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, and

(b) the sum, without duplication, of:

(ii) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures to the extent funded with Internally Generated Cash Flow,

(iii) the aggregate amount of all principal payments of Indebtedness (other than payments and amounts constituting “Indebtedness” under clause (g), (h) or (i) of the definition thereof), payments of earn-out obligations, and the principal component of payments in respect of Capital Lease Obligations (but excluding optional prepayments of the First Lien Loans made pursuant to Section 2.12(a) of the First Lien Credit Agreement and excluding optional prepayments of the Loans (in each case, included in the Optional Prepayment Amount) and excluding mandatory prepayments of the First Lien Loans made pursuant to Section 2.14 of the First Lien Credit Agreement) of the Borrower and its Restricted Subsidiaries made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), to the extent funded with Internally Generated Cash Flow,

(iv) the amount of the net increase, if any, in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting),

(v) the aggregate net amount of non-cash gain on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income,

(vi) cash payments made during such period in respect of long-term liabilities (other than amounts constituting “Indebtedness” under clause (g), (h) or (i) of the definition thereof) of the Borrower and its Restricted Subsidiaries to the extent such payments were not expensed during such period or are not deducted in determining Consolidated Net Income, to the extent funded with Internally Generated Cash Flow,

(vii) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such period on account of Investments (including acquisitions) permitted by Section 6.7(d), (f), (h), (i), (s), (u) or (y) to the extent funded with Internally Generated Cash Flow,

(viii) the aggregate amount actually paid by the Borrower in cash during such period on account of Restricted Payments permitted by Section 6.6(b), (c), (g), (h) (but not in respect of transactions permitted by Section 6.7(s)) or (j) to the extent funded with Internally Generated Cash Flow,

(x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness, to the extent not deducted in determining Consolidated Net Income,

(xii) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “ Contract Consideration ”) entered into prior to or during such period relating to Investments (including acquisitions) or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period (such period, the “ Next Excess Cash Flow Period ”); provided that, to the extent the aggregate amount of Internally Generated Cash Flow actually utilized to finance such Investments or Capital Expenditures during such Next Excess Cash Flow Period is less than the Contract Consideration, or the amount actually paid during such Next Excess Cash Flow Period is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such Next Excess Cash Flow Period; provided , further , that no deduction shall be taken under clause (b)(ii) or (vi) of this definition of Excess Cash Flow for the Next Excess Cash Flow Period with respect to the aggregate amount of Internally Generated Cash Flow actually utilized or paid during such Next Excess Cash Flow Period in respect of Contract Consideration previously deducted pursuant to this clause (b)(xii),

(xiii) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period or any previous period and are financed with Internally Generated Cash Flow and not by utilizing the Available Starter Basket or the Available Builder Basket; provided that, if Consolidated Net Income is reduced in any subsequent period by an expense or charge in respect of such cash expenditure, Excess Cash Flow shall be increased by the amount of such expense or charge in such subsequent period, and

(xiv) the aggregate amount of deferred compensation paid in cash during such period.

“ Excess Cash Flow Application Date ”: as defined in Section 2.14(c).

“ Excess Cash Flow Period ”: each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2014.

“ Exchange Act ”: the Securities Exchange Act of 1934.

“ Excluded Assets ”: the collective reference to:

(2) any fee interest in real property if the fair market value of such fee interest (together with improvements), as determined in good faith by the Borrower on the later of the Closing Date and the date of acquisition thereof by the relevant Loan Party, is less than $5,000,000;

(3) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof);

(4) (a) any “margin stock” within the meaning of such term under Regulation U as now and from time to time hereafter in effect and (b) commercial tort claims that, in the reasonable determination of the Borrower, are estimated to not be in excess of $1,000,000;

(5) any asset if the granting of a security interest or pledge under the Loan Documents in such asset would be prohibited by any law, rule or regulation or agreements with any Governmental Authority or would require the consent, approval, license or authorization of any Governmental Authority unless such consent, approval, license or authorization has been received (except to the extent such prohibition or restriction is ineffective under the Uniform Commercial Code and other than proceeds thereof, to the extent the assignment of such proceeds is effective under the Uniform Commercial Code notwithstanding any such prohibition or restriction);

(7) assets to the extent a security interest in such assets under the Loan Documents would result in (x) an investment in “United States property” by a CFC within the meaning of Sections 956 and 957 of the Code (or any similar law or regulation in any applicable jurisdiction) or (y) other materially adverse tax consequences, in each case as reasonably determined in good faith by the Borrower and with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed);

(9) deposit accounts, securities accounts or other similar accounts (i) for the sole purpose of funding payroll obligations, employee benefit or health benefit obligations, tax obligations, escrow arrangements or holdings funds owned by Persons other than the Borrower and the Guarantors, (ii) that are zero balance accounts, (iii) that are accounts in foreign jurisdictions and (iv) that are accounts other than those described in clauses (i) through (iii) with respect to which the average daily balance of the funds maintained on deposit therein does not exceed $1,000,000;

(10) (i) any lease or other agreement relating to a purchase money obligation, capital lease, or sale/leaseback, or any Property being leased or purchased thereunder, or the proceeds or products thereof and (ii) any license or other agreement not referred to in clause (i) (or any rights or interests thereunder), in each case, to the extent that a grant of a security interest therein under the Loan Documents would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrower or a Restricted Subsidiary) (except to the extent such restriction is ineffective under the Uniform Commercial Code and other than proceeds and products thereof, to the extent the assignment of such proceeds and products is expressly deemed effective under the Uniform Commercial Code notwithstanding any such restriction);

(11) assets in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost of obtaining or perfecting a security interest under the Loan Documents in such assets is excessive in relation to the benefit to the Lenders afforded thereby;

(13) any Property of any Excluded Subsidiary; and

“ Excluded Contributions ”: the net cash proceeds received by Holdings from (a) capital contributions to its common Capital Stock (other than proceeds from Cure Contributions) or (b) the sale (other than to a Subsidiary) of Capital Stock of Holdings (other than proceeds from the issuance of Disqualified Capital Stock or Cure Securities) which proceeds are in turn contributed to the Borrower as common Capital Stock and used substantially concurrently to make an Investment.

Subsidiary is acquired or formed so long as such Contractual Obligation did not arise in contemplation of or in connection with such acquisition or formation), (g) any Subsidiary with respect to which a guarantee by it of the Obligations (x) would constitute an investment in “United States property” by a CFC within the meaning of Sections 956 and 957 of the Code (or any similar law or regulation in any applicable jurisdiction) or (y) would result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries, as reasonably determined by the Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (h) any Subsidiary in circumstances where the Borrower and the Administrative Agent reasonably agree that any of the cost of providing a guarantee of the Facilities is excessive in relation to the value afforded thereby and (i) any Subsidiary that is not a Wholly Owned Subsidiary; provided that any Subsidiary described above shall be deemed not to be an Excluded Subsidiary if the Borrower has notified the Administrative Agent in writing that such Subsidiary should not be treated as an Excluded Subsidiary (and solely for purposes of Section 5.9(c) and the Security Documents, such Subsidiary shall be deemed to have been acquired at the time such notice is received by the Administrative Agent).

“ Excluded Taxes ”: any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, or required to be withheld or deducted from any payment to any such recipient (a) Taxes imposed on (or measured by) its overall net income (however denominated), franchise Taxes or similar Taxes imposed on it (in each case, in lieu of net income Taxes) and Backup Withholding Taxes imposed on it by (i) the United States of America, (ii) the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office or the office to which its interests, rights and obligations under this Agreement are assigned is located or (iii) any other jurisdictions (or any political subdivision thereof) as a result of a present or former connection between the Administrative Agent, such Lender or other recipient and such jurisdiction imposing such Tax other than a connection arising solely from the Administrative Agent, such Lender or other recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.21(b)), any federal withholding Tax that is in effect and would apply to amounts payable (including, for the avoidance of doubt, commitment fees and other consent, amendment and similar fees) to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately before the designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.19(a), (d) any withholding Tax that is attributable to a Foreign Lender’s failure to comply with Section 2.19(e), (e) any withholding Taxes imposed under, or as a result of the failure of such recipient to satisfy the applicable requirements under, FATCA and (f) all liabilities (including additions to Tax, penalties and interest) with respect to any of the foregoing.

“ Existing Debt ”: all existing Indebtedness for borrowed money of the Borrower and its Subsidiaries outstanding as of the Closing Date other than (a) indebtedness identified as to be assumed by the Borrower in the Acquisition Agreement, (b) intercompany Indebtedness among the Borrower and its Subsidiaries and set forth on Schedule 6.2(d), (c) Indebtedness under the Facilities, (d) Capital Lease Obligations in an amount not to exceed $5,000,000, (e) undrawn Letters of Credit in an amount not to exceed $2,000,000 and (f) the Indebtedness under the First Lien Credit Agreement.

“ Extended Term Loans ”: as defined in Section 2.25(a)(i).

“ Extending Term Lender ”: as defined in Section 2.25(a)(i).

“ Extension ”: as defined in Section 2.25(a).

“ Extension Amendment ”: as defined in Section 2.25(c).

“ Extension Offer ”: as defined in Section 2.25(a).

“ Facility ”: each of (a) the Closing Date Commitments and the Closing Date Loans made thereunder, (b) any Incremental Facility and the Commitments and extensions of credit thereunder and (c) any Replacement Facility and the Commitments and extensions of credit thereunder.

“ First Lien Administrative Agent ”: Credit Suisse AG, in its capacity as Administrative Agent under the First Lien Credit Agreement, and any successors thereto in such capacity.

“ First Lien Credit Agreement ”: the First Lien Credit Agreement dated as of the Closing Date, among Holdings, the Borrower, the lenders and issuing banks party thereto, the First Lien Administrative Agent and the other agents party thereto.

“ First Lien Dollar Basket ”: as defined in the First Lien Credit Agreement.

“ First Lien Lenders ”: the Lenders, as defined in the First Lien Credit Agreement.

“ First Lien Loan Documents ”: the Loan Documents, as defined in the First Lien Credit Agreement.

“ First Lien Loans ”: the First Lien Term Loans and the Revolving Credit Loans.

“ First Lien Term Loans ”: the Term Loans, as defined in the First Lien Credit Agreement.

“ Foreign Asset Sale ”: shall mean an Asset Sale consummated by a Foreign Subsidiary.

“ Foreign Lender ”: any Lender that is organized under the laws of a jurisdiction other than that of the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ”: any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.

“ Funded Debt ”: all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date and is renewable or extendable, at the option of such Person, to a date that is more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof in respect of an Accounting Change (as defined in Section 1.4) (including through the adoption of IFRS) (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), GAAP shall be interpreted in accordance with Section 1.4 until such notice shall have been withdrawn or such provision amended in accordance with Section 1.4.

“ Guarantee and Collateral Agreement ”: the Second Lien Guarantee and Collateral Agreement among Holdings, the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A.

“ Guarantors ”: the collective reference to Holdings and the Subsidiary Guarantors.

“ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements (which, for the avoidance of doubt, shall include any master agreement that governs the terms of one or more interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements) entered into by the Borrower or any of its Restricted Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Holdings ”: as defined in the preamble hereto.

“ Immaterial Subsidiary ”: on any date of determination, any Restricted Subsidiary with (i) total assets equal to or less than $2,000,000 and (ii) gross revenues equal to or less than 2.5% of total gross revenues of the Borrower and its Restricted Subsidiaries; provided that any such Restricted Subsidiary that is a Domestic Subsidiary and a Wholly Owned Subsidiary shall not be an Immaterial Subsidiary unless such Restricted Subsidiary, when aggregated with all other Domestic Subsidiaries which are Restricted Subsidiaries and Wholly Owned Subsidiaries that are not Guarantors solely as a result of the application of clause (d) of the definition of “Excluded Subsidiary”, as of the last day of the most recently completed fiscal quarter of the Borrower, would have (x) total assets equal to or less than $5,000,000 and (y) gross revenues equal to or less than 5.0% of total gross revenues of the Borrower and its Restricted Subsidiaries, in each case as determined in accordance with GAAP, and with respect to revenue, for the immediately preceding four fiscal quarter period for which financial statements are available.

“ Incremental Facility ”: as defined in Section 2.23(a).

“ Incremental Facility Amendment ”: as defined in Section 2.23(c).

“ Incremental Facility Closing Date ”: as defined in Section 2.23(c)(ii).

“ Incremental Second Lien Term Loans ”: as defined in Section 2.23(a).

determined on the date of issuance thereof) (other than in connection with change of control events and asset sales and other Disposition and casualty events to the extent that the terms of such Capital Stock provide that such Person may not redeem any such Capital Stock in connection with such change of control event or asset sale or other Disposition or casualty event unless such redemption is subject to the prior payment in full of the Obligations), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above of another Person secured by any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligations (but limited to the lesser of the fair market value of such Property and the principal amount of such obligations) and (j) solely for the purposes of Section 6.2 and Section 7, the net obligations of such Person in respect of Hedge Agreements.

“ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise defined in (a), Other Taxes.

“ Indemnitee ”: as defined in Section 9.3(b).

“ Information ”: as defined in Section 9.12(a).

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intercreditor Agreement ”: the Intercreditor Agreement dated as of the date hereof and substantially in the form of Exhibit F-1 hereto, between the Administrative Agent and the First Lien Administrative Agent, initially entered into in connection with the First Lien Credit Agreement.

“ Interest Election Request ”: a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.9.

“ Interest Payment Date ”: (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December commencing with the last Business Day of September 2013, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“ Interest Period ”: with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if made available by all participating Lenders, 12 months) thereafter, as the Borrower may elect, provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period; provided further that the initial Interest Period with respect to any Eurodollar Borrowing on the Closing Date may be for such other period specified in the applicable Borrowing Request that is acceptable to the Administrative Agent. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Internally Generated Cash Flow ”: cash and Cash Equivalents on the balance sheet not constituting (i) proceeds of Indebtedness (excluding Revolving Credit Loans or borrowings under any other revolving credit facilities or revolving lines of credit (other than, in each case, for purposes of clauses (b)(iii) and (b)(vi) of the definition of “Excess Cash Flow”)) of Holdings, the Borrower and the Restricted Subsidiaries, (ii) proceeds of issuances of Capital Stock by Holdings, the Borrower and the Restricted Subsidiaries or (iii) the proceeds of any Reinvestment Deferred Amount.

“ Investments ”: as defined in Section 6.7.

“ IRS ”: as defined in Section 2.19(e).

“ Junior Debt ”: any Indebtedness of the Borrower or a Restricted Subsidiary (other than Indebtedness under revolving credit facilities or other revolving lines of credit) that constitutes (i) Indebtedness subordinated in right of payment to the Obligations, (ii) unsecured Indebtedness incurred pursuant to Section 6.2(f) or (iii) unsecured or junior secured Incremental Equivalent Debt.

“ Latest Maturity Date ”: at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time.

“ Lender Parties ”: as defined in Section 9.15.

“ Letter of Credit ”: any letter of credit issued pursuant to the First Lien Credit Agreement.

“ LIBO Rate ”: with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates (or by reference to any successor or substitute entity or other quotation service providing comparable quotations to such British Bankers’ Association Interest Settlement Rates) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association (or any successor or substitute agency) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“ Loan ”: any loan made by any Lender pursuant to this Agreement (including, for the avoidance of doubt, any Incremental Second Lien Term Loans, Replacement Term Loans and Extended Term Loans, if any).

“ Loan Documents ”: this Agreement, the Security Documents, any Notes, the Intercreditor Agreement, any Pari Passu Intercreditor Agreement and any Permitted Amendment.

“ Loan Parties ”: the collective reference to the Borrower and the Guarantors.

“ LSUSA ”: Lone Star U.S. Acquisitions, LLC.

“ Majority Facility Lenders ”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Loans outstanding under such Facility.

“ Management Agreement ”: the Asset Advisory Agreement dated as of August 30, 2013, among Borrower, Lone Star Fund VIII (U.S.), L.P., and Hudson Americas LLC.

“ Margin Stepdown Condition ”: on any date following the consummation of an IPO, the Borrower having achieved one of the following: (i) a public corporate family rating of at least B1 by Moody’s and a public corporate credit rating of at least B+ by S&P, in each case with a stable or better outlook or (ii) a Total Leverage Ratio equal to or less than 4.00:1.00 as of the last day of the Relevant Reference Period (for the avoidance of doubt, determined on a Pro Forma Basis, including for any repayment or prepayment of Indebtedness in connection with such IPO).

“ Master Brand Agreement ”: (i) the Master Brand Agreement, dated as of November 4, 2011, between Lafarge, a French public limited company, and Lafarge North America Inc. and (ii) the Master Brand Agreement, dated as of November 4, 2011, between Lafarge, a French public limited company, and Lafarge Canada Inc.

“ Material Adverse Effect ”: a material adverse effect on (a) the business, financial condition, assets or results of operations, in each case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Agents and the Lenders, taken as a whole, under any Loan Document.

“ Material Debt ”: Indebtedness (other than Indebtedness constituting Obligations), or obligations in respect of one or more Hedge Agreements (other than to the extent constituting Obligations), of any one or more of Holdings, the Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $12,000,000. For purposes of determining Material Debt, the “obligations” of Holdings, the Borrower or any Restricted Subsidiary in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower or such Restricted Subsidiary would be required to pay if such Hedge Agreement were terminated at such time.

“ Maturity Date ”: February 26, 2021; provided that with respect to Extended Term Loans, the Maturity Date shall be the final maturity date as specified in the applicable Extension Offer and with respect to any other Loans shall be the final maturity date as specified in the applicable Incremental Facility Amendment or Replacement Facility Amendment.

“ Maximum Rate ”: as defined in Section 9.16.

“ MNPI ”: any material Nonpublic Information regarding Holdings and its Subsidiaries or the Loans or securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). For purposes of this definition “material Nonpublic Information” shall mean Nonpublic Information with respect to the business of Holdings, the Borrower or any of their Subsidiaries that would reasonably be expected to be material to a decision by any Lender to participate in any Dutch Auction or assign or acquire any Loans or to enter into any of the transactions contemplated thereby or would otherwise be material for purposes of United States Federal and state securities laws.

“ Moody’s ”: Moody’s Investor Services, Inc.

“ Mortgaged Properties ”: the real properties listed on Schedule 1.1 (if any), as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien on

the Closing Date (or thereafter in accordance with Section 5.16) pursuant to the Mortgages and such other real properties as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien after the Closing Date pursuant to Section 5.9(b).

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof received by Holdings, the Borrower or its Restricted Subsidiaries in the form of cash or Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of the sum of (i) out-of-pocket attorneys’ fees, accountants’ fees and investment banking and advisory fees incurred by Holdings, the Borrower or the Restricted Subsidiaries in connection with such Asset Sale or Recovery Event, (ii) principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or a Lien which is expressly pari passu with or subordinate to the Liens under the Loan Documents) or, in the case of any Asset Sale or Recovery Event relating to assets of a Foreign Subsidiary that is not a Subsidiary Guarantor, principal, premium or penalty, interest and other amounts required to be paid in respect of Indebtedness of such Foreign Subsidiary as a result of such Asset Sale or Recovery Event, (iii) other reasonable out-of-pocket fees and expenses actually incurred in connection therewith, (iv) taxes (and the amount of any distributions made pursuant to Section 6.6 to permit Holdings or any direct or indirect parent company of Holdings to pay taxes) (including sales, transfer, deed or mortgage recording taxes) paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (v) in the case of any Asset Sale or Recovery Event by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, the pro-rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a Restricted Subsidiary that is a Wholly Owned Subsidiary as a result thereof and (vi) any reserve established in accordance with GAAP; provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any such reserve and (b) in connection with any issuance or incurrence of any Indebtedness, the cash proceeds received by Holdings, the Borrower and its Restricted Subsidiaries from such issuance or incurrence, net of reasonable out-of-pocket attorneys’ fees, investment banking and advisory fees, accountants’ fees, underwriting discounts and commissions and other customary out-of-pocket fees, costs and expenses actually incurred in connection therewith (including, in the case of a Replacement Facility or Permitted Term Loan Refinancing Indebtedness, any swap breakage costs and other termination costs related to Hedge Agreements and any other fees and expenses actually incurred in connection therewith), in each case as determined reasonably and in good faith by a Responsible Officer of the Borrower.

“ No MNPI Representation ”: by a Person, a representation that such Person is not in possession of any MNPI.

“ Non-Consenting Lender ”: as defined Section 2.21(c).

“ Nonpublic Information ”: information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“ Note ”: any promissory note evidencing any Loan substantially in the form of Exhibit G.

“ Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding) the Loans, and all other obligations and liabilities of Holdings, the Borrower and the Restricted Subsidiaries to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs or expenses (including all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by the Borrower pursuant hereto).

“ OFAC ”: as defined in Section 3.19(b).

“ Optional Prepayment Amount ”: for any Excess Cash Flow Period, the aggregate amount of (x) all prepayments of Revolving Credit Loans during such Excess Cash Flow Period to the extent accompanying permanent optional reductions of the Revolving Credit Commitments (as defined in the First Lien Credit Agreement), (y) all optional prepayments (including any premiums and penalties associated therewith) of the Loans during such Excess Cash Flow Period and (z) all optional prepayments (including any premiums and penalties associated therewith) of the First Lien Term Loans made during such Excess Cash Flow Period, in each case except to the extent that such prepayments are funded with the proceeds of incurrences of Indebtedness; provided that, with respect to any prepayment of Loans or First Lien Term Loans by any Purchasing Borrower Party pursuant to Section 9.4, the Optional Prepayment Amount shall include only the aggregate amount of cash actually paid by such Purchasing Borrower Party in respect of the principal amount of the Loans or First Lien Term Loans, as the case may be, so prepaid.

“ Other Applicable Indebtedness ”: as defined in Section 2.14(b).

“ Other Connection Taxes ”: with respect to the Administrative Agent, any Lender, Taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such Tax (other than a connection arising solely from the Administrative Agent or such Lender having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Term Loans ”: as defined in Section 2.23(a).

“ Pari Passu Intercreditor Agreement ”: a “pari passu” intercreditor agreement between or among the Administrative Agent and one or more Senior Representatives for holders of Indebtedness secured by any of the Collateral on an equal priority basis with the Obligations substantially in the form of Exhibit F-2 hereto, with modifications thereto reasonably satisfactory to the Administrative Agent.

“ Participant ”: as defined in Section 9.4(c).

“ Participant Register ”: as defined in Section 9.4(c).

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor entity performing similar functions.

“ Perfection Certificate ”: a certificate in the form of Exhibit D or any other form approved by the Administrative Agent.

“ Permitted Acquisition ”: as defined in Section 6.7(f).

“ Permitted Amendment ”: any Extension Amendment, Incremental Facility Amendment or Replacement Facility Amendment.

sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof or similar prepayment (other than customary offers to purchase upon an asset sale or change of control or, in the case of Permitted Junior Secured Refinancing Debt in the form of one or more series of third lien (or more junior lien) secured loans, customary prepayment provisions not more expansive than those set forth in this Agreement), the maturity date of such Indebtedness is not prior to the maturity date of the applicable Refinanced Debt and, in the case of a refinancing of Loans, the Weighted Average Life to Maturity of such Indebtedness is not less than the Weighted Average Life to Maturity of the applicable Refinanced Debt, (iii) has terms and conditions (other than (x) as provided in the foregoing clause (ii), (y) interest rate, fees, funding discounts and other pricing terms, redemption, prepayment or other premiums, optional prepayment terms and redemption terms (subject to the foregoing clause (ii)) and subordination terms and (z) covenants or other provisions applicable only to periods after the then Latest Maturity Date at the time of incurrence of such Indebtedness) that are, when taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than those set forth in the Loan Documents are to the Lenders holding such Refinanced Debt; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be prima facie evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees), (iv) is guaranteed only by such Person that is also a Guarantor and (v) the proceeds of which are used to repay (in the case of Refinanced Debt consisting of Loans), defease or satisfy and discharge such Refinanced Debt and pay all accrued interest, fees and premiums (if any) in connection therewith on the date such Permitted Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“ Permitted Holding Company ”: any direct or indirect parent of the Borrower (including Holdings) that does not hold Capital Stock of any Person other than the Borrower or another Permitted Holding Company.

“ Permitted Junior Secured Refinancing Debt ”: Indebtedness incurred by the Borrower in the form of one or more series of third lien (or more junior lien) secured notes or third lien (or more junior lien) secured loans; provided that (i) such Indebtedness is secured by the Collateral on a third-priority (or more junior priority) basis to the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than property or assets constituting Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are

substantially similar to or the same as the Security Documents (as determined by the Borrower in good faith) and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness, shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Management Fees ”: management, monitoring, consulting, transaction, oversight, advisory or similar fees payable or reimbursable pursuant to the Management Agreement.

“ Permitted Pari Passu Secured Refinancing Debt ”: Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents (as determined by the Borrower in good faith) and (iv) a Senior Representative acting on behalf of the holders of such Indebtedness shall become subject to the provisions of the Intercreditor Agreement and a Pari Passu Intercreditor Agreement. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Permitted Receivables Financing ” means any Receivables Financing of a Permitted Receivables Financing Subsidiary that meets the following conditions: (a) such Receivables Financing (including financing terms, covenants, termination events and other provisions) shall be in the aggregate economically fair and reasonable to the Borrower and its Restricted Subsidiaries (other than any Permitted Receivables Financing Subsidiary), on the one hand, and the Permitted Receivables Financing Subsidiary, on the other, (b) all sales and/or transfers of Permitted Receivables Financing Assets to the Permitted Receivables Financing Subsidiary shall be made at fair market value and (c) the financing terms, covenants, termination events and other provisions thereof shall be market terms for similar transactions and may include Standard Securitization Undertakings; provided that a Responsible Officer of the Borrower shall have provided a certificate to such effect to the Administrative Agent at least five Business Days prior to the incurrence of such Receivables Financing, together with a reasonably detailed description of the material terms and conditions of such Permitted Receivables Financing or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in the foregoing clauses (a), (b) and (c), which certificate shall be prima facie evidence that such terms and conditions satisfy such requirements unless the Administrative Agent provides notice to the Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects).

“ Permitted Receivables Financing Subsidiary ” means a wholly owned Subsidiary of Borrower (or another Person formed for the purposes of engaging in a Permitted Receivables Financing in which the Borrower or any of its Restricted Subsidiaries makes an Investment and to which the Borrower or any of its Restricted Subsidiaries transfers Permitted Receivables Financing Assets) that engages in no activities other than in connection with the financing of Permitted Receivables Financing Assets of the Borrower and the Restricted Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the board of directors of Holdings (as provided below) as a Permitted Receivables Financing Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Holdings, the Borrower or any of the Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings, the Borrower or any of the Restricted Subsidiaries, other than another Permitted Receivables Financing Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Holdings, the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which none of Holdings, the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any material contract, agreement, arrangement or understanding other than (i) with Standard Securitization Undertakings or (ii) on terms no less favorable to Holdings, the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Holdings and (c) to which none of Holdings, the Borrower or any Restricted Subsidiary, other than another Permitted Receivables Financing Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the board of directors of Holdings shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of Holdings giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.

that (a) the aggregate principal amount (or accreted value, if applicable) does not exceed the then outstanding aggregate principal amount (or accreted value, if applicable) of the Indebtedness so refinanced, except by an amount equal to all unpaid accrued or capitalized interest thereon, any make-whole payments or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such refinancing Indebtedness, plus other customary fees and expenses in connection with such refinancing, (b) other than in the case of a refinancing of purchase money Indebtedness and Capital Lease Obligations, such refinancing has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being refinanced, (c) the borrower/issuer under such refinancing is the same Person that is the borrower/issuer under the Indebtedness being so refinanced and the other Persons that are (or are required to be) obligors under such refinancing are not more expansive than the Persons that are (or are required to be) obligors under the Indebtedness being so refinanced, except that any Guarantor may be an obligor thereof if otherwise permitted by this Agreement, (d) in the event such Indebtedness being so refinanced is (i) contractually subordinated in right of payment to the Obligations, such refinancing shall contain subordination provisions that are the same as those in effect prior to such refinancing or are no less favorable, taken as a whole, to the Secured Parties than those contained in the Indebtedness being so refinanced or are otherwise reasonably acceptable to the Administrative Agent or (ii) secured by a junior permitted lien on the Collateral (or portion thereof) and/or subject to intercreditor arrangements for the benefit of the Lenders, in the case of this clause (ii) such refinancing shall be unsecured or secured by a junior permitted lien on the Collateral (or portion thereof), and subject to intercreditor arrangements on the same terms as those in effect prior to such refinancing or on terms no less favorable, taken as a whole, to the Secured Parties than those in respect of the Indebtedness being so refinanced or on such other terms reasonably acceptable to the Administrative Agent, (e) such refinancing does not provide for the granting or obtaining of collateral security from, or obtaining any lien on any assets of, any Person, other than collateral security obtained from Persons that provided (or were required to provide) collateral security with respect to Indebtedness being so refinanced (so long as the assets subject to such liens were or would have been required to secure the Indebtedness so refinanced) ( provided that additional Persons that would have been required to provide collateral security with respect to the Indebtedness being so refinanced may provide collateral security with respect to such refinancing and any Guarantor may provide collateral security otherwise permitted by this Agreement that is junior to the Liens under the Security Documents on terms no less favorable to the Lenders than those set forth in the Intercreditor Agreement) and (f) in the event such Indebtedness being so refinanced is Junior Debt or is incurred under Section 6.2(d) or (g), the terms of such refinancing, as compared to the Indebtedness being so refinanced, are no less favorable, in the aggregate, to Holdings, the Borrower its Restricted Subsidiaries and the Secured Parties as compared to the Indebtedness being so refinanced (other than (x) with respect to interest rates, fees, funding discounts, liquidation preferences, premiums, no call periods, subordination terms and optional prepayment and optional redemption provisions and (y) terms applicable only after the then Latest Maturity Date (as determined on the date of incurrence of such Indebtedness)); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the

documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (f) shall be prima facie evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Permitted Unsecured Refinancing Debt ”: Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of the Borrower or any Restricted Subsidiary and (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“ Plan ”: any employee benefit plan that is subject to ERISA and in respect of which the Borrower or a Commonly Controlled Entity is or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be deemed to be an “employer” as defined in Section 3(5) of ERISA.

“ Platform ”: as defined in Section 9.1.

“ Pledged Capital Stock ”: as defined in the Guarantee and Collateral Agreement.

“ Primary Related Parties ”: as defined in Section 9.3(b).

“ Prime Rate ”: the rate of interest per annum determined from time to time by Credit Suisse as its prime rate in effect at its principal office in New York City and notified to the Borrower. The prime rate is a rate set by Credit Suisse based upon various factors, including Credit Suisse’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate.

“ Private Lender Information ”: as defined in Section 9.1.

“ Pro Forma Balance Sheet ”: as defined in Section 3.1(a)(i).

“ Pro Forma Financial Statements ”: as defined in Section 3.1(a)(ii).

“ Pro Forma Transaction ”: (a) the Transactions, (b) any IPO and (c) any incurrence or repayment of Indebtedness (other than for working capital purposes or in the ordinary course of business), the making of any Restricted Payment pursuant to Section 6.6(d), any Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary or any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise and any cost saving or business rationalization initiative or other initiative.

“ Projections ”: as defined in Section 5.2(c).

“ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“ Public Lender ”: as defined in Section 9.1.

“ Public Lender Information ”: as defined in Section 9.1.

“ Purchasing Borrower Party ”: Holdings or any Subsidiary of Holdings that becomes an Eligible Assignee pursuant to Section 9.4.

“ Qualified Capital Stock ”: Capital Stock that is not Disqualified Capital Stock.

“ Qualifying Bid ”: as defined in Section 2.12(f).

“ Qualifying Lender ”: as defined in Section 2.12(f).

“ Ratio-Based Incremental Facility ”: as defined in Section 2.23(a)(y).

“ Receivables Financing ” means any transaction or series of transactions that may be entered into by Holdings, the Borrower or any Restricted Subsidiary pursuant to which Holdings, the Borrower or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Permitted Receivables Financing Subsidiary (in the case of a transfer by Holdings, the Borrower or any Restricted Subsidiary) or (b) any other Person (in the case of a transfer by a Permitted Receivables Financing Subsidiary), or a Permitted Receivables Financing Subsidiary may grant a security interest in, any Permitted Receivables Financing Assets of Holdings, the Borrower or any Restricted Subsidiary.

“ Recovery Event ”: any settlement of, or payment in respect of, any property or casualty insurance claim or any condemnation proceeding relating to any asset of Holdings, the Borrower or any of its Restricted Subsidiaries.

“ Refinanced Debt ”: as defined in the definition of Permitted Credit Agreement Refinancing Indebtedness.

“ Refinancing Indebtedness ”: with respect to any Indebtedness, any other Indebtedness incurred in connection with a Permitted Refinancing of such Indebtedness.

“ Register ”: as defined in Section 9.4(b)(iv).

“ Regulation FD ”: Regulation FD as promulgated by the SEC under the Exchange Act, as in effect from time to time.

“ Regulation H ”: Regulation H of the Board as in effect from time to time.

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries in connection therewith that are not applied to prepay the Loans or the First Lien Loans as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“ Reinvestment Notice ”: a written notice executed by a Responsible Officer stating that Holdings, the Borrower or a Restricted Subsidiary intends and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale or Recovery Event to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of Holdings, the Borrower or a Restricted Subsidiary.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the Borrower’s or a Restricted Subsidiary’s business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date that is one year after the date of such Reinvestment Event (or, if the Borrower or a Restricted Subsidiary shall have entered into a legally binding commitment prior to the date that is one year after such Reinvestment Event to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the Borrower’s or the applicable Restricted Subsidiary’s business with the applicable Reinvestment Deferred Amount, the later of (x) the date that is one year after the date of such Reinvestment Event and (y) the date that is 180 days after the date on which such commitment became legally binding) and (b) the date on which the

Borrower shall have determined not to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the Borrower’s or the applicable Restricted Subsidiary’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Repayment ”: as defined in Section 1.5(d).

“ Replacement Facility ”: as defined in Section 2.24(a).

“ Replacement Facility Amendment ”: as defined in Section 2.24(c).

“ Replacement Facility Closing Date ”: as defined in Section 2.24(c).

“ Replacement Term Loans ”: as defined in Section 2.24(a).

“ Reply Amount ”: as defined in Section 2.12(f).

“ Reply Discount Price ”: as defined in Section 2.12(f).

“ Required Lender Consent Items ”: as defined in Section 9.4(f).

“ Required Lenders ”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the aggregate unpaid principal amount of the Loans.

“ Restricted Asset Sale Payment Amount ”: at any time a prepayment shall be made pursuant to Section 2.14(b) in respect of a Foreign Asset Sale, an amount equal to (a) the aggregate amount of Restricted Asset Sale Proceeds minus (b) the amount of additional taxes, if any, reasonably estimated by the Borrower to be actually payable if such amount of Restricted Asset Sale Proceeds were to be repatriated from the applicable Foreign Subsidiary to the Borrower. For purposes of this definition, if a certificate of a Responsible Officer setting forth a calculation in reasonable detail of the amount of Restricted Asset Sale Proceeds in respect of any Foreign Asset Sale is delivered to the Administrative Agent, such certificate shall be prima facie evidence of such amount unless the Administrative Agent notifies the Borrower within five Business Days after such certificate is delivered to it that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Restricted Asset Sale Proceeds ”: in respect of a Foreign Asset Sale, an amount equal to the Net Cash Proceeds attributable thereto if and solely to the extent that the repatriation of such Net Cash Proceeds to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation.

“ Restricted ECF ”: with respect to any Excess Cash Flow Period, an amount equal to the unrepatriated Excess Cash Flow attributable to any Foreign Subsidiary if and solely to the extent that the repatriation of such attributable Excess Cash Flow to the Borrower (a) would result in material adverse Tax consequences to the Borrower or any other Subsidiary or (b) would be prohibited or restricted by applicable law, rule or regulation. For purposes of this definition, if a certificate of a Responsible Officer setting forth a calculation in reasonable detail of the amount of Restricted ECF in respect of any Foreign Subsidiary is delivered to the Administrative Agent, such certificate shall be prima facie evidence of such amount unless the Administrative Agent notifies the Borrower within five Business Days after such certificate is delivered to it that it disagrees with such determination (including a description of the basis upon which it disagrees).

“ Restricted ECF Payment Amount ”: with respect to any fiscal year, an amount equal to the product of (a) (i) the aggregate amount of Restricted ECF for such period minus (b) the amount of additional taxes, if any, reasonably estimated by the Borrower to be actually payable in respect of such period if such amount of Restricted ECF had been repatriated from the applicable Foreign Subsidiaries to the Borrower, multiplied by (b) the applicable ECF Percentage.

“ Restricted Payments ”: as defined in Section 6.6.

“ Return Bid ”: as defined in Section 2.12(f).

“ Returns ”: with respect to any Investment, any dividends, interest, distributions, return of capital and other amounts received or realized in respect of such Investment.

“ Revolving Credit Loan ”: as defined in the First Lien Credit Agreement.

“ S&P ”: Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“ Sale and Leaseback Transaction ”: as defined in Section 6.10.

“ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Second Lien Dollar Basket ”: as defined in Section 2.23(a).

“ Secured Parties ”: as defined in the Guarantee and Collateral Agreement.

“ Securities Act ”: the Securities Act of 1933.

“ Seller ”: as defined in the preliminary statements hereto.

“ Senior Secured Leverage Ratio ”: as of any date of determination, the ratio of (a)(i) Consolidated Secured Debt on such day less (ii) the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such day to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Relevant Reference Period.

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Specified Acquisition Agreement Representations ”: such of the representations and warranties made by or on behalf of the Seller in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Borrower (or any Affiliate of Holdings or the Borrower) has the right to terminate the obligations of Holdings or the Borrower under the Acquisition Agreement or not consummate the Acquisition as a result of the failure of such representations and warranties to be accurate.

“ Specified Change of Control ”: a “Change of Control”, or like event, as defined in the agreements governing any Material Debt.

“ Specified Default ”: any Default or Event of Default under Section 7.1(a) or 7.1(f).

“ Specified Representations ”: the representations and warranties with respect to the Borrower and the Guarantors set forth in this Agreement under Section 3.3(a); the first two sentences and the last two sentences of Section 3.4; Section 3.5 (but only with respect to Loan Parties and not with respect to clause (ii) of the definition of the term “Contractual Obligation”); Section 3.10; Section 3.12; Section 3.17(a), subject to the last sentence of Section 4.1; Section 3.18; and Section 3.19.

“ Sponsor ”: LSUSA and its Affiliates and associated funds.

“ Standard Securitization Undertakings ” means reasonable and customary representations, warranties, covenants and indemnities (including repurchase obligations in the event of a breach of representation and warranty) made or provided, and servicing obligations undertaken, by the Borrower or any Restricted Subsidiary in connection with a Permitted Receivables Financing.

“ Statutory Reserve Rate ”: a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subject Class ”: as defined in Section 2.12(f).

“ Subordinated Intercompany Note ”: the Subordinated Intercompany Note attached as Exhibit C to the Guarantee and Collateral Agreement.

“ Subsidiary Guarantor ”: each Subsidiary of the Borrower, other than an Excluded Subsidiary, and any other Subsidiary that the Borrower, in its sole discretion, chooses to cause to enter into the Guarantee and Collateral Agreement.

“ Syndication Agent ”: Royal Bank of Canada.

“ Test Period ”: on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended, taken as one accounting period.

“ Total Assets ”: on any date of determination, total consolidated assets of the Borrower and its Restricted Subsidiaries as of the date of the most recently available balance sheet of the Borrower or any other date specified herein. For purposes of determining the amount of any Investment, Indebtedness or Disposition permitted under Section 6 hereof based upon a percentage of Total Assets of the Borrower and its Restricted Subsidiaries, Total Assets of the Borrower and its Restricted Subsidiaries shall be measured based on the most recently available balance sheet delivered pursuant to Section 5.1 at the time such Investment, Indebtedness or Disposition is made, incurred or consummated (without adjustment for subsequent changes in such Total Assets).

“ Total Leverage Ratio ”: as of any date of determination, the ratio of (a) (i) Consolidated Total Debt on such day less (ii) the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such day to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Relevant Reference Period (or, when used in Section 6.1, the Test Period ended on such date).

“ Transaction Costs ”: all fees (including original issue discount), costs and expenses incurred by Holdings, the Borrower or any Subsidiary in connection with the Transactions.

“ Transactions ”: the collective reference to (a) the Acquisition, (b) the execution, delivery and performance by the Borrower and each other Loan Party of this Agreement and each other Loan Document, the borrowing of Loans, the use of the proceeds thereof, (c) the execution, delivery and performance by the Borrower and each other Loan Agreement Party (as defined in the First Lien Credit Agreement) of the First Lien Loan Documents, the borrowing of the First Lien Loans and the use of the proceeds thereof and the issuance of Letters of Credit thereunder, (d) the Refinancing and (e) the payment of the Transaction Costs.

“ Unrestricted Subsidiary ”: any Subsidiary of the Borrower designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 5.13 subsequent to the date hereof, until such Person ceases to be an Unrestricted Subsidiary of the Borrower in accordance with Section 5.13.

“ Withholding Agent ”: means any Loan Party or the Administrative Agent, as applicable.

1.2 Other Definitional Provisions .

(b) As used herein and in the other Loan Documents, unless otherwise specified herein or in such other Loan Document:

(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”;

(vi) unless the context requires otherwise, the word “or” shall be construed to mean “and/or”; and

Contractual Obligations shall be deemed to refer to such agreements or Contractual Obligations as amended, restated, amended and restated, supplemented or otherwise modified from time to time (in each case, to the extent not otherwise prohibited hereunder).

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Closing Date Loan” or “Incremental Second Lien Term Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Incremental Second Lien Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Incremental Term Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Incremental Second Lien Term Loan Borrowing”).

1.4 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time ( provided that (i) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein, and (ii) for purposes of determinations of the Senior Secured Leverage Ratio and the Total Leverage Ratio, GAAP shall be construed as in effect on the Closing Date). In the event that any “Accounting Change” as defined below shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower or the Administrative Agent, the Borrower, the Administrative Agent and the Lenders shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred; provided that such Accounting Change shall be disregarded for purposes of this Agreement until the effective date of such amendment. “Accounting Change” refers to (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, (ii) the adoption by the Borrower of IFRS or (iii) any change in the application of accounting principles adopted by

the Borrower from time to time which change in application is permitted by GAAP. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations or Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all or certain operating leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Closing Date (assuming for purposes hereof that they were in existence on the Closing Date) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

1.5 Pro Forma Calculations . (a) Notwithstanding anything to the contrary herein, the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.5, when calculating the Senior Secured Leverage Ratio, for the purposes of the ECF Percentage of Excess Cash Flow, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period, other than consummation of the Transactions, shall not be given pro forma effect.

(b) For purposes of calculating the Senior Secured Leverage Ratio and the Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Pro Forma Transaction that would have required adjustment pursuant to this Section 1.5, then the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5.

(c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and shall include, without duplication, (i) the EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of and (ii) subject to the cap set forth in the proviso to clause (b)(xii) of the definition of “Consolidated EBITDA”, the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twenty-four months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions.

(d) In the event that the Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “ Repayment ”), any Indebtedness included in the calculation of the Senior Secured Leverage Ratio or Total Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the Senior Secured Leverage Ratio or Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

1.6 Classification of Permitted Items . For purposes of determining compliance at any time with Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, Contractual Obligation, encumbrance or restriction or payment, prepayment, repurchase, redemption, defeasance or amendment, modification or other change in respect of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 6.2, 6.3, 6.5, 6.6, 6.7, 6.8, 6.11 or 6.12, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its sole discretion at such time of determination.

1.8 Currency Equivalents Generally .

(a) For purposes of determining compliance with Sections 6.2, 6.3 and 6.7 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Investment is incurred, made or acquired (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder).

(b) For purposes of determining the Senior Secured Leverage Ratio and the Total Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars at the currency exchange rates used in preparing the Borrower’s financial statements corresponding to the Test Period with respect to the applicable date of determination and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Closing Date Commitments . Subject to the terms and conditions hereof, the Lenders severally agree to make term loans (each, a “ Closing Date Loan ”) to the Borrower on the Closing Date in an amount for each Lender not to exceed the amount of the Closing Date Commitment of such Lender (it being agreed that the Loans made on the Closing Date shall be funded at 99.0% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Closing Date Loans, including the accrual of interest and repayment or prepayment of principal shall be based on 100% of the stated principal amount thereof). The Closing Date Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.9.

2.2 Procedure for Borrowing . The Borrower shall deliver to the Administrative Agent a Borrowing Request, not later than 11:00 a.m., New York City time, one Business Day before the anticipated Closing Date requesting that the Lenders make the Closing Date Loans on the Closing Date. The Borrowing Request must specify (i) the principal amount of the Closing Date Loans to be borrowed, (ii) the requested date of the Borrowing (which shall be a Business Day), (iii) the Type of Closing Date Loans to be borrowed, (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” and (v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.8. Upon receipt of such Borrowing Request the Administrative Agent shall promptly notify each Lender thereof. Not later than 10:00 a.m., New York City time (or, if later, promptly following the satisfaction of the conditions precedent to the initial extension of credit hereunder set forth in Section 4.1), on the Closing Date each Lender shall make available to the Administrative Agent an amount in immediately available funds equal to the Closing Date Loans to be made by such Lender. The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders, in like funds as received by the Administrative Agent.

2.3 Repayment of Closing Date Loans .

The Closing Date Loan of each Lender shall be repaid on the Maturity Date.

2.4 [Reserved] .

2.5 Loans and Borrowings . (a) The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

(b) Subject to Section 2.16, each Borrowing shall be comprised entirely of (A) ABR Loans or (B) Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not, at any time, be more than a total of ten Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Borrowing.

2.6 [Reserved] .

2.7 [Reserved] .

2.8 Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 10:00 a.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City or such other account reasonably approved by the Administrative Agent, in each case, as is designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans of the applicable Class. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

2.9 Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall

have an initial Interest Period as specified in such Borrowing Request; provided that, if the Borrower fails to specify a Type of Loan in the Borrowing Request, then the Loans shall be made as ABR Loans and if the Borrower requests a Borrowing of Eurodollar Loans, but fails to specify an Interest Period, it will be deemed to have requested an Interest Period of one month’s duration. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone (a) in the case of Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.5:

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

2.10 Termination and Reduction of Commitments . The Closing Date Commitments shall automatically terminate upon the making of the Closing Date Loans on the Closing Date and, in any event, not later than 5:00 p.m., New York City time, on the Closing Date.

2.11 Evidence of Debt . (a) [Reserved].

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence, absent manifest error, of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request through the Administrative Agent that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or if requested by such Lender, to such Lender and its registered assigns) and in the form of Exhibit G. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the payee named therein (and its registered assigns).

2.12 Prepayment of Loans . (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Sections 2.12(e) and 2.18), subject to prior notice in accordance with paragraph (c) of this Section.

(b) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section. Each optional or mandatory prepayment of Loans shall be applied ratably to the Loans (based on the respective outstanding principal amounts thereof unless, in the case of Extended Term Loans, Incremental Second Lien Term Loans or Replacement Term Loans, the applicable Permitted Amendment specifies a less favorable treatment); provided that prepayments of Loans made with the proceeds of any Replacement Term Loans and Permitted Term Loan Refinancing Indebtedness shall be applied in accordance with Section 2.14(d).

(c) The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any notice of prepayment may be conditioned upon the effectiveness of other credit facilities or any other financing, sale or other transaction. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.5. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.15. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing (unless, with respect to a Class of Loans, the applicable Permitted Amendment specifies a less favorable treatment).

(d) Notwithstanding anything to the contrary set forth in this Agreement (including the penultimate sentence of Section 2.12(c) or Section 2.20(c)) or any other Loan Document, the Purchasing Borrower Parties shall have the right at any time and from time to time to purchase Loans by way of assignment in accordance with Section 9.4(g), including pursuant to a Dutch Auction in accordance with Section 2.12(f).

(e) In the event that, on or prior to the date that is two years after the Closing Date, the Borrower (i) makes any repayment, prepayment, purchase or buyback of Closing Date Loans pursuant to Section 2.12(a) or 2.14(a) or (ii) effects any amendment of this Agreement requiring the consent of all (or all affected) Lenders, the Borrower shall pay to the Administrative Agent, for the ratable account of each of each of the applicable Lenders (including any Non-Consenting Lenders) if such prepayment, repayment or purchase is made or such amendment is entered into (A) on or prior to the first anniversary of the Closing Date, (x) in the case of clause (i), a prepayment premium of 2% of the aggregate principal amount of the Closing Date Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 2% of the aggregate principal amount of the applicable Closing Date Loans outstanding immediately prior to such amendment and (B) after the first and on or prior to the second anniversary of the Closing Date, (I) in the case of clause (i), a prepayment premium of

1% of the aggregate principal amount of Closing Date Loans so being prepaid, repaid or purchased and, (II) in the case of clause (ii), an amount equal to 1% of the aggregate principal amount of the applicable Closing Date Loans outstanding immediately prior to such amendment.

(f) Notwithstanding anything to the contrary contained in this Section 2.12 or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Loans, so long as no Default or Event of Default has occurred and is continuing, any Purchasing Borrower Party may repurchase outstanding Loans pursuant to this Section 2.12(f) on the following basis:

(i) Any Purchasing Borrower Party may conduct one or more auctions (each, an “ Auction ”) to repurchase all or any portion of the Loans of a Class (the “ Subject Class ”) by providing written notice to the Administrative Agent (for distribution to the Lenders) of the Loans that will be the subject of the Auction (an “ Auction Notice ”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent and shall contain (x) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “ Auction Amount ”), and (y) the discount to par, which shall be a range (the “ Discount Range ”) of percentages of the par principal amount of the Loans at issue that represents the range of purchase prices that could be paid in the Auction;

(ii) In connection with any Auction, each Loan Lender may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “ Return Bid ”), which shall be in a form reasonably acceptable to the Administrative Agent and shall specify (x) a price discounted to par that must be expressed as a price (the “ Reply Discount Price ”), which must be within the Discount Range, and (y) a principal amount of Loans which must be in increments of $1,000,000 or in an amount equal to the Loan Lender’s entire remaining amount of such Loans (the “ Reply Amount ”). Loan Lenders may only submit one Return Bid per Auction. In addition to the Return Bid, the participating Loan Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Assumption in a form reasonably acceptable to the Administrative Agent;

(iii) Based on the Reply Discount Prices and Reply Amounts received by the Administrative Agent, the Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “ Applicable Discount ”) for the Auction, which will be the lowest Reply Discount Price for which a Purchasing Borrower Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow such Purchasing Borrower Party to complete a purchase of the entire Auction Amount (any such Auction, a “ Failed Auction ”), such Purchasing Borrower Party shall either, at its election, (x) withdraw the Auction or (y) complete the Auction at an Applicable Discount equal to the highest Reply Discount Price. Any Purchasing Borrower Party shall purchase Loans (or the respective portions thereof) from each Loan Lender with a Reply Discount Price that is equal to or less than the Applicable Discount (“ Qualifying Bids ”) at the Applicable Discount; provided , further , that if the aggregate proceeds required to purchase all Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Borrower shall

purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Administrative Agent). Each participating Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due;

(iv) Once initiated by an Auction Notice, no Purchasing Borrower Party may withdraw an Auction without the consent of the Administrative Agent other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Loan Lender of a Qualifying Bid, such Lender (each, a “ Qualifying Lender ”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. Each purchase of Loans in an Auction shall be consummated pursuant to procedures (including as to response deadlines, rounding amounts, type and Interest Period of accepted Loans, and calculation of the Applicable Discount referred to above) established by the Administrative Agent and agreed to by the Borrower; and

(v) The repurchases by any Purchasing Borrower Party of Loans pursuant to this Section 2.12(f) shall be subject to the following conditions: (A) the Auction is open to all Loan Lenders of the Subject Class on a pro rata basis, (B) no Default or Event of Default has occurred or is continuing or would result therefrom, (C) as of the date of such repurchase the Purchasing Borrower Party shall make a representation to the Qualifying Lender assigning the Loan (unless the making of such representation is waived by such Qualifying Lender) that it is not aware of any material non-public information with respect to the business of the Borrower or any of the Subsidiaries or their respective securities that (x) has not been disclosed to such Qualifying Lender prior to such date and (y) if made public would reasonably be expected to have a material effect upon, or otherwise be material to, a Loan Lender’s decision to assign the Loans to the Purchasing Borrower Party (other than because such Qualifying Lender does not wish to receive material non-public information with respect to the business of the Purchasing Borrower Party or any of the Subsidiaries), (D) any Loan Loans repurchased pursuant to this Section 2.12(f) shall be automatically and permanently canceled upon acquisition thereof by the Purchasing Borrower Party and (E) at the time of (and after giving effect to) any such repurchase no Revolving Credit Loans shall be outstanding.

2.13 Fees . (a) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees described in the Administrative Agent Fee Letter dated June 23, 2013, by and between the Borrower and the Administrative Agent.

(b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Fees paid shall not be refundable under any circumstances (except as otherwise expressly agreed).

2.14 Mandatory Prepayments . (a) If Indebtedness is incurred by Holdings, the Borrower or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2), then on the date of such issuance or incurrence, an amount equal to 100% of the

Net Cash Proceeds thereof shall be applied to the prepayment of the Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, the Borrower or any of its Restricted Subsidiaries.

(b) If on any date Holdings, the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, no later than five Business Days after the date of receipt by Holdings, the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds, an amount equal to the amount of such Net Cash Proceeds shall be applied to the prepayment of the Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e); provided that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the prepayment of the Loans (together with accrued interest thereon), (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay Permitted Term Loan Refinancing Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Permitted Term Loan Refinancing Indebtedness required to be offered to be so repurchased, “ Other Applicable Indebtedness ”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided , that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided , further , that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided , that the Borrower shall use its commercially reasonable efforts to repatriate any amounts constituting Restricted Asset Sale Proceeds pursuant to clause (b) of the definition thereof as promptly as practicable following the date of such prepayment. To the extent the Borrower does not repatriate any such Restricted Asset Sale Proceeds, the Borrower shall prepay Loans and/or cause Indebtedness of the Foreign Subsidiary that generated the Restricted Asset Sale Proceeds to be permanently prepaid in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale.

(c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Loans (together with accrued interest thereon), as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “ Excess Cash Flow Application Date ”) no later than five Business Days after the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders. Notwithstanding the foregoing, the Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided , that the Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of amounts constituting Restricted ECF pursuant to clause (b) of the definition thereof as promptly as practicable following the Excess Cash Flow Application Date (and upon any such repatriation, shall prepay the Loans by the amount thereof in accordance with this Section 2.14(c)). To the extent the Borrower does not repatriate the applicable percentage of Restricted ECF, the Borrower shall prepay Loans and/or cause Indebtedness of the applicable Foreign Subsidiary to be permanently prepaid in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable Excess Cash Flow Period on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.14(c).

(d) The Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Loans) to the repayment of Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Loans of a Class shall be paid ratably to the holders of such Class.

(e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided , however , that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Loans pursuant to Section 2.14(f), then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrower may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Default has occurred and is continuing, the Administrative Agent may, and (y) at any time while a Default or Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the Administrative Agent shall, apply any or all of such amounts to the payment of Eurodollar Loans.

(f) Notwithstanding anything in this Section 2.14 to the contrary, any Lender of Closing Date Loans (and, to the extent provided in the applicable Permitted Amendment, any other Lender) may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay Loans but was so declined may be retained by the Borrower.

(g) Notwithstanding the foregoing provisions of this Section 2.14, no mandatory prepayment of the Loans shall be made, or required to be made, under this Section 2.14 (other than Section 2.14(d)) until the Discharge of First Lien Obligations shall have occurred; provided , however , that the Borrower shall be required to make a mandatory prepayment of the Loans, subject to clause (f) above, with all mandatory prepayment amounts that the First Lien Lenders elect to waive their right to receive and that are not otherwise applied to repay First Lien Term Loans.

2.15 Interest . (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Following the occurrence and during the continuation of a Specified Default, the Borrower shall pay interest on overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of, or interest on, any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other overdue amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days. The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be prima facie evidence absent manifest error.

2.16 Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective.

2.17 Increased Costs . (a) If any Change in Law shall:

(i) subject the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes covered under Section 2.19, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (excluding any condition relating to Taxes) affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender (or in the case of clause (i) above, to the Administrative Agent or such Lender, as the case may be) of making or maintaining any Eurodollar Loan (or in the case of clause (i) above, any Loan) (or of maintaining its obligation to make any such Loan) or to increase the cost to the Administrative Agent or such Lender, as the case may be, or to reduce the amount of any sum received or receivable by the Administrative Agent or such Lender, as the case may be, hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Administrative Agent or such Lender, as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such additional costs incurred or reduction suffered; provided , in each case, that the Administrative Agent or such Lender has requested such payments from similarly situated borrowers.

(b) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or

such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered; provided , in each case, that the Administrative Agent or such Lender has requested such payments from similarly situated borrowers.

(c) A certificate of a Lender setting forth in reasonable detail the matters giving rise to a claim under this Section 2.17 by such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be prima facie evidence absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) If any Lender reasonably determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Loans or to convert ABR Loans to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower may at its option revoke any pending request for a borrowing of, conversion to or continuation of Eurodollar Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of such Lender to ABR Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

2.18 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant

hereto (regardless of whether such notice is conditional as contemplated by Section 2.12(c) and such condition is not satisfied) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.21(c), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall consist of an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (determined without regard to the proviso in the definition thereof) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be prima facie evidence absent manifest error. Absent manifest error in the determination of such amount, the Borrower shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

2.19 Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by Requirement of Tax Law. If the applicable Withholding Agent shall be required by Requirement of Tax Law to deduct any Taxes from such payments, then (i) in the case of deduction for Indemnified Taxes or Other Taxes the sum payable shall be increased by the applicable Loan Party as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.19(a)) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make or cause to be made such deductions and (iii) the applicable Withholding Agent shall pay or cause to be paid the full amount deducted to the relevant Governmental Authority in accordance with Requirement of Tax Law.

(b) In addition, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto. A certificate setting forth in reasonable detail the basis for such claim and the calculation of the amount of any such payment or liability shall be delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, and shall be prima facie evidence absent manifest error.

(d) As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority, the Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) (i) Each Lender other than a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly executed originals of U.S. Internal Revenue Service (“ IRS ”) Form W-9 (or any successor form) certifying that such Lender is exempt from United States Federal withholding Tax. Each Foreign Lender shall deliver to the Borrower and the Administrative Agent (i) two properly completed and duly executed originals of the applicable U.S. IRS Form W-8BEN, Form W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), or any subsequent versions thereof or successors thereto, (ii) in the case of a Foreign Lender claiming exemption from United States Federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a certificate in the form attached hereto as Exhibit H-1, H-2, H-3 or H-4, as applicable, and two properly completed and duly executed originals of the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, or (iii) any other form prescribed by applicable requirements of United States Federal income tax law as a basis for claiming exemption from or a reduction in United States Federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative Agent to determine the deduction required to be made, in each case, certifying such Foreign Lender’s entitlement to an exemption from or a reduction in United States Federal withholding Tax with respect to payments of interest to be made hereunder or under any other Loan Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Lender shall promptly deliver such forms upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose). Any Lender, if requested by the Administrative Agent or the Borrower, shall deliver such other documentation prescribed by or reasonably requested by the Administrative Agent or the Borrower as will enable the Administrative Agent or the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements or entitled to an exemption from or reduction of any withholding tax with respect to any payments hereunder or under any other Loan Document.

(ii) If a payment made to a Lender under any Loan Document would be subject to United States Federal withholding Tax imposed pursuant to FATCA if such Lender fails to comply with any requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the applicable Withholding Agent, on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the

related participation) and from time to time thereafter upon the request of the applicable Withholding Agent, such documentation prescribed by Requirement of Tax Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the applicable Withholding Agent as may be necessary for the applicable Withholding Agent to comply with its obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA and to determine the amount to deduct and withhold from such payment. To the extent that the relevant documentation provided pursuant to this paragraph is rendered obsolete or inaccurate in any material respect as a result of changes in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by Requirement of Tax Law, deliver to the applicable Withholding Agent revised and/or updated documentation sufficient for the applicable Withholding Agent to confirm as to whether such Lender has complied with their respective obligations under FATCA. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(f) Notwithstanding any other provision of this Section 2.19, a Lender shall not be required to deliver any form pursuant to this Section 2.19 that such Lender is not legally able to deliver.

(g) Each Lender shall indemnify the Administrative Agent for the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. Should the applicable Withholding Agent not deduct or withhold any Taxes imposed by FATCA from a payment under any Loan Document based on the documentation provided by a Lender pursuant to Section 2.19(e)(ii), any amounts subsequently determined by a Governmental Authority to be subject to United States Federal withholding Tax imposed pursuant to FATCA (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) shall be indemnified by such Lender. A certificate as to the amount of such payment or liability delivered to any Lender by the Withholding Agent shall be prima facie evidence absent manifest error.

(h) If the Administrative Agent, or any Lender, determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.19, it shall pay over such refund to the applicable Loan Party within a reasonable period (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.19 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party pursuant to this Section 2.19(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 2.19(h) shall not be construed to

require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.

2.20 Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.17, 2.18 or 2.19, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or if no such time is expressly required, prior to 1:00 p.m. New York City time), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at Eleven Madison Avenue, New York, New York, except that payments pursuant to Section 2.17, 2.18, 2.19, 9.3 or pursuant to the Dutch Auction Procedures shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document of principal or interest in respect of any Loan (or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan and, except as otherwise set forth in any Loan Document, all other payments under each Loan Document shall be made in Dollars. Any Loans paid or prepaid may not be reborrowed.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this

Agreement (including Sections 2.21(b) or (c), 2.23, 2.24, 2.25 and 9.4(g) or pursuant to the terms of any Permitted Amendment) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted under this Agreement. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.8(b), 2.20(d) or 8.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.21 Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.17, or if the Borrower is required to pay any other amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.17 or 2.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender (or any Participant in the Loans held by such Lender) requests compensation under Section 2.17, or if the Borrower is required to pay any other amount to any Lender (or its Participant) or any Governmental Authority for the account of any Lender pursuant to Section 2.19, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, either (i) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which

assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, to the extent consent for an Assignment and Assumption would be required by such Person pursuant to Section 9.4, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant to Section 2.19, such assignment will result in a reduction in such compensation or payments, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, repay all obligations of the Borrower owing to such Lender relating to the Loans as of such repayment date. A Lender shall not be required to make any such assignment and delegation, or to have its obligations hereunder repaid, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation, or to repay such obligations, cease to apply.

(c) If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.2 requires the consent of all of the Lenders or all affected Lenders or all Lenders or all affected Lenders of a certain Class or Classes or with respect to a certain Class or Classes of the Loans and with respect to which the Required Lenders or the Majority Facility Lenders with respect to the applicable Class or Classes shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to either (i) replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign all or the affected portion of its Loans hereunder to one or more assignees reasonably acceptable to the Administrative Agent; provided that (A) all Obligations (other than Obligations in respect of any contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment (including any amount owed pursuant to Section 2.12(e), if applicable), (B) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, (C) in connection with any such assignment the Borrower, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.4 (including obtaining the consent of the Administrative Agent if so required thereunder); provided that, if the required Assignment and Assumption is not executed and delivered by such Non-Consenting Lender, such Non-Consenting Lender will be unconditionally and irrevocably deemed to have executed and delivered such Assignment and Assumption as of the date such Non-Consenting Lender receives payment in full of the Obligations (other than Obligations in respect of any contingent reimbursement and indemnification obligations, in each case, which are not due and payable) of the Borrower owing to such Non-Consenting Lender, (D) the replacement Lender shall pay any processing and recordation fee referred to in Section 9.4(b)(ii)(C), if applicable, in accordance with the terms of such Section and (E) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, repay all obligations of the Borrower owing to such Lender relating to the Loans and participations held by such Non-Consenting Lender as of such termination date;

provided that such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable waiver or amendment of the applicable Loan Document or Loan Documents.

2.22 Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the Aggregate Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or other requisite Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby if such amendment, waiver or modification would adversely affect such Defaulting Lender compared to other similarly affected Lenders; provided , further , that no amendment, waiver or modification that would require the consent of a Defaulting Lender under clause (i), (ii), (iii) or (v) of the first proviso of Section 9.2(b) may be made without the consent of such Defaulting Lender.

In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall then cease to be a Defaulting Lender with respect to subsequent periods unless such Lender shall thereafter become a Defaulting Lender.

2.23 Incremental Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to incur additional Loans or add one or more additional tranches of term loans (the “ Other Term Loans ” and, together with any additional Loans incurred pursuant to this Section 2.23, “ Incremental Second Lien Term Loans ”; each such increase or tranche, an “ Incremental Facility ”); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to the contrary herein, without the consent of the Required Lenders, the aggregate amount of the Incremental Facilities shall not exceed, at any time, the greater of (x) the sum of (1) $50,000,000 minus (2) the aggregate amount of all Incremental Facilities (as defined in the First Lien Credit Agreement) established pursuant to the First Lien Dollar Basket prior to such time minus (3) the aggregate amount of all Incremental Second Lien Term Loans established prior to such time pursuant to this Section 2.23 (the amount available under this clause (x), the “ Second Lien Dollar Basket ”) and (y) such other amount (each such Incremental Facility incurred under this clause (y), a “ Ratio-Based Incremental Facility ”) so long as, upon the effectiveness of each Incremental Facility Amendment, the Total Leverage Ratio, determined on a Pro Forma Basis (after giving effect to any Pro Forma Transaction, including any acquisition consummated with the proceeds of such Ratio-Based Incremental Facility), in each case, as if such Ratio-Based Incremental Facility had been outstanding on the last day of such Relevant Reference Period ( provided that the Total Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Ratio-Based Incremental Facility (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Total Leverage Ratio)), shall not exceed 6.00:1.00. All Incremental Second Lien Term Loans shall be in an integral multiple of $1,000,000 and in an aggregate

principal amount that is not less than $10,000,000 in the case of Incremental Second Lien Term Loans (or in each case such lesser minimum amount reasonably approved by the Administrative Agent); provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability under the Second Lien Dollar Basket or in respect of Ratio-Based Incremental Facilities.

(b) Any Incremental Second Lien Term Loans in the form of Other Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the other outstanding Loans as set forth in the relevant Incremental Facility Amendment (which shall be reasonably satisfactory to the Administrative Agent) and shall not be guaranteed by any Subsidiary that is not also a Guarantor, (ii) for purposes of prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Incremental Facility Amendment, less favorably than) the other outstanding Loans and (iii) other than amortization, maturity date, conditions precedent and pricing (including interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Incremental Facility Amendment), shall have the same terms as the Closing Date Loans or such terms as are reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant is added for the benefit of the Lenders providing such Other Term Loans, such financial maintenance covenant shall be deemed reasonably satisfactory to the Administrative Agent and no further consent from the Administrative Agent or any of the Lenders of other outstanding Loans shall be required so long as such financial maintenance covenant (1) is also added for the benefit of all then outstanding Loans or (2) only becomes applicable after the Latest Maturity Date of the then outstanding Loans); provided that (A) in respect of any Other Term Loans that are incurred within 18 months of the Closing Date, if the effective yield (which, for such purpose only, shall be deemed to take account of interest rate margin and any then applicable benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (1) the weighted average life of such Other Term Loans and (2) four years) payable to all Lenders providing such Other Term Loans (but excluding any bona fide arrangement, underwriting, structuring, syndication or other fees payable in connection therewith that are not shared with all Lenders (in their capacity as such) providing such Other Term Loans)) on such Other Term Loans determined as of the initial funding date for such Other Term Loans exceeds the effective yield (determined on same basis as the preceding parenthetical) on the Closing Date Loans or any then existing Incremental Second Lien Term Loans, as applicable, immediately prior to the effectiveness of the applicable Incremental Facility Amendment by more than 0.50%, the Applicable Margin relating to the Closing Date Loans or such then existing Incremental Second Lien Term Loans, as applicable, shall be adjusted and/or the Borrower will pay additional fees to Lenders holding Closing Date Loans or such then existing Incremental Second Lien Term Loans, as applicable, in order that such effective yield on such Other Term Loans shall not exceed such effective yield on the Closing Date Loans or such then existing Incremental Second Lien Term Loans by more than 0.50%; provided that if such adjustment is required due to the application of a higher interest rate benchmark floor on such Other Term Loans, such adjustment shall be effected solely through an increase in the interest rate benchmark floor of the Closing Date Loans or such then-existing Incremental Second Lien Term Loans, as applicable (or if no interest rate benchmark floor applies to the Closing Date Loans or such then-existing Incremental Second Lien Term Loans, as applicable, at such time, an interest rate benchmark floor shall be added), (B) any Other Term Loans shall not have a final maturity date earlier than the then Latest Maturity Date of the then

remaining Closing Date Loans or then existing Incremental Second Lien Term Loans and (C) any Other Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the later of the then remaining Closing Date Loans or then existing Incremental Second Lien Term Loans, as applicable. Any Incremental Second Lien Term Loans that are not Other Term Loans shall be on terms identical to the Closing Date Loans.

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Second Lien Term Loans; provided that any notice for Incremental Second Lien Term Loans shall specify whether the Incremental Second Lien Term Loans will be incurred in the form of additional Closing Date Loans or Other Term Loans. Any Additional Lenders that elect to extend Incremental Second Lien Term Loans shall be reasonably satisfactory to the Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent (in each case, any approval thereof not to be unreasonably withheld, delayed or conditioned), and, if not already a Lender, shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each, an “ Incremental Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Incremental Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provide any Incremental Second Lien Term Loans, unless it so agrees. Commitments in respect of any Incremental Second Lien Term Loans shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to (i) the payment in full of all fees and expenses owing to the Administrative Agent and the Lenders in respect of such Incremental Facility, to the extent invoiced prior to such date, and (ii) the satisfaction or waiver on the date thereof (each, an “ Incremental Facility Closing Date ”) of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of making any extension of credit in Section 4.2 shall be deemed to refer to the Incremental Facility Closing Date; provided that, in connection with the incurrence of any Incremental Second Lien Term Loans, if the proceeds of such Incremental Second Lien Term Loans are, substantially concurrently with the receipt thereof, to be used by the Borrower or any Loan Party to finance, in whole or in part, a Permitted Acquisition, then the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Borrower (or any Subsidiary of Holdings or the Borrower) has the right to terminate the obligations of Holdings, the Borrower or such Subsidiary under such acquisition agreement or not consummate such acquisition as a

result of the inaccuracy of such representations or warranties in such acquisition agreement). To the extent reasonably requested by the Administrative Agent, the effectiveness of an Incremental Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the Borrower and the Restricted Subsidiaries.

(d) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, subject to providing notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt, the aggregate amount of Incremental Facilities then permitted to be incurred under Section 2.23(a); provided that, that the incurrence of any Incremental Equivalent Debt shall reduce, on a dollar-for-dollar basis, the aggregate amount of Incremental Facilities permitted to be incurred under Section 2.23(a). As a condition precedent to the issuance of any Incremental Equivalent Debt pursuant to this Section, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the date of issuance of the Incremental Equivalent Debt signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower approving or consenting to the execution and delivery of the applicable financing documentation in respect of such Incremental Equivalent Debt and the issuance of such Incremental Equivalent Debt, and certifying that the conditions precedent set forth in the following subclauses (ii) through (vii) have been satisfied, (ii) such Incremental Equivalent Debt shall rank pari passu or junior in right of payment and shall not have guarantees from any Subsidiary that is not also a Guarantor and if secured, shall not be secured by any assets not constituting Collateral, (iii) such Incremental Equivalent Debt shall have a final maturity no earlier than the date that is 91 days after the Latest Maturity Date at the time of issuance, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall (A) not be shorter than 91 days plus the Weighted Average Life to Maturity of any remaining Loans, or (B) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except customary asset sale or change of control provisions), (v) no Default or Event of Default shall have occurred and be continuing or would result from the issuance of such Incremental Equivalent Debt and (vi) all fees and expenses owing to the Administrative Agent and the Lenders or other financial institutions in respect of such Incremental Equivalent Debt, to the extent invoiced prior to such date, shall have been paid in full.

2.24 Replacement Facilities . (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to replace all or a portion of the Loans under any Facility with one or more additional tranches of term loans under this Agreement (the “ Replacement Term Loans ”; each such replacement facility, a “ Replacement Facility ”); provided that at the time of each such request and upon the effectiveness of each Replacement Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Each tranche of Replacement Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (or such lesser minimum amount approved by

the Administrative Agent) and shall not exceed the principal amount of the Loans being replaced (plus the amount of fees, expenses and original issue discount incurred in connection with such Replacement Term Loans). The Net Cash Proceeds of any Replacement Term Loans shall be applied only to prepay the Loans of the Class of Loans that such Replacement Term Loans are replacing.

(b) Any Replacement Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the other Loans pursuant to the relevant Replacement Facility Amendment (which shall be reasonably satisfactory to the Administrative Agent) and (ii) other than voluntary prepayment, maturity date, conditions precedent and pricing (including interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Replacement Facility Amendment) shall have the same terms as (or, to the extent set forth in the relevant Replacement Facility Amendment, terms, when taken as a whole, not materially more favorable to the lenders providing such Replacement Term Loans than the terms applicable to) the Loans being replaced; provided that (A) any Replacement Term Loans shall not have a final maturity date earlier than the final scheduled maturity date of the Loans being replaced, (B) any Replacement Term Loans shall not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then remaining Loans under the applicable Class, (C) principal of and interest on any Loans being replaced with Replacement Term Loans shall be paid in full on the Replacement Facility Closing Date for the applicable Replacement Term Loans and (D) the Loans of each Lender under the replaced Class shall be prepaid ratably. The obligations under any Replacement Facility shall not be guaranteed by any Person other than a Guarantor, and, if secured, the obligations under any Replacement Facility shall not be secured by a Lien on any Property other than Property that constitutes Collateral. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrower and the Lenders under such Replacement Facility and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Replacement Facility is issued, incurred or obtained or the date on which all non-refinanced Obligations (excluding Obligations in respect of any contingent reimbursement and indemnification obligations, in each case, which are not then due and payable) are paid in full.

(c) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Term Loans. Any Additional Lender that elects to extend Replacement Term Loans shall be reasonably satisfactory to the Borrower and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a “ Replacement Facility Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrower, the Administrative Agent and the Additional Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide any Replacement Term Loans, unless it so agrees. Commitments in respect of any Replacement Term Loans shall become Commitments under this Agreement. A Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan

Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 9.2(b)). The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, a “ Replacement Facility Closing Date ”) of each of the conditions set forth in Section 4.2 (it being understood that all references to the date of making any extension of credit in Section 4.2 shall be deemed to refer to the Replacement Facility Closing Date). The proceeds of any Replacement Term Loans will be used solely to repay the replaced Facility (or replaced portion thereof). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agent’s receipt of customary legal opinions with respect thereto, board resolutions and officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.1, with respect to the Borrower and the Restricted Subsidiaries. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.24.

(d) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Replacement Term Loans, the Borrower may offer any Lender of a Facility that has previously been subject to a Replacement Facility Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Replacement Facility Amendment on the applicable Replacement Facility Closing Date the right to convert all or any portion of its Loans into such Class of Replacement Term Loans; provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Replacement Term Loans (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Replacement Term Loans, and (y) with respect to any additional Replacement Term Loans, shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to any such Replacement Term Loans, (iii) any Lender which elects to participate in a Replacement Facility pursuant to this clause (d) shall enter into a joinder agreement to the respective Replacement Facility Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties and (iv) any such additional Replacement Term Loans shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire outstanding principal amount of existing Loans less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of Replacement Term Loans.

2.25 Extensions of Loans . (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time

by the Borrower to all Lenders of Loans with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the Loans with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans and otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans (and related outstandings) and/or modifying the amortization schedule in respect of such Loans (if any)) (each, an “ Extension ”, and each group of Loans as so extended, as well as the original Loans (not so extended), being a “tranche”); any Extended Term Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were extended, so long as the following terms are satisfied: (i)(1) except as to pricing (including interest rates, fees, funding discounts and prepayment premiums), amortization, maturity, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (i)(2), (i)(3) and (ii), be set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an Extension with respect to such Loans (an “ Extending Term Lender ”) extended pursuant to any Extension (“ Extended Term Loans ”) shall have the same terms as the tranche of Loans subject to such Extension Offer (except for covenants or other provisions contained therein applicable only to periods after the then Latest Maturity Date of the Loans), (2) the Weighted Average Life to Maturity of any Extended Term Loans shall be no less than 91 days longer than the remaining Weighted Average Life to Maturity of the Class extended thereby, (3) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Loans hereunder, in each case as specified in the respective Extension Offer ( provided that if the applicable Extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable Extending Term Lenders shall be applied, subject to the right of any applicable Lender to decline mandatory prepayments (if any), to the non-extended Loans of the Class being extended), (ii) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer and (iii) all documentation in respect of such Extension shall be consistent with the foregoing.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify the minimum amount of Loans to be tendered. The transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including Sections 2.12 and 2.20) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section shall not apply to any of the transactions effected pursuant to this Section 2.25.

(c) The consent (such consent not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent shall be required to effectuate any Extension. No consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Borrower and each Lender agreeing to such Extension with respect to one or more of its Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “ Extension Amendment ”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans so extended and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section. Without limiting the foregoing, in connection with any Extension the respective Loan Parties shall (at their expense), within 90 days of the applicable Extension Amendment (or such later date as may be approved by the Administrative Agent), amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.

(e) Notwithstanding anything to the contrary above, at any time and from time to time following the establishment of a Class of Extended Term Loans, the Borrower may offer any Lender of a Facility that had been subject to an Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate in such Extension Amendment the right to convert all or any portion of its Loans into such Class of Extended Term Loans provided that (i) such offer and any related acceptance shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent; (ii) such additional Extended Term Loans (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) with the existing Extended Term Loans, and (y) shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to any such Extended Term Loans, (iii) any Lender which elects to participate in an Extension Facility pursuant to this clause (d) shall enter into a joinder agreement to the respective Extension Amendment, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties and (iv) any such additional Extended Term Loans shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire

outstanding principal amount of existing Loans less than a $1,000,000 that is to be refinanced in full, such outstanding principal amount or commitments), unless each of the Borrower and the Administrative Agent otherwise consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class of a new Extended Term Loans.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Arrangers, the Agents and the Lenders to enter into this Agreement and to make the Loans, Holdings and the Borrower hereby jointly and severally represent and warrant to each Arranger, each Agent and each Lender that:

3.1 Financial Condition . (a)(i) The pro forma combined balance sheet of the Borrower as of June 30, 2013, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (including the notes thereto) (the “ Pro Forma Balance Sheet ”) and (ii) the pro forma combined statements of income and cash flows of the Borrower for the twelve-month period ended June 30, 2013, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such twelve-month period (together with the Pro Forma Balance Sheet, the “ Pro Forma Financial Statements ”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith based on information available to the Borrower as of the date of delivery thereof and assumptions believed by the Borrower to be reasonable when made and at the time so furnished, and present fairly in all material respects on a pro forma basis, in the case of (i) above, the estimated financial position of the Borrower (after giving effect to the Transactions as described in clause (i) above) as at June 30, 2013, and, in the case of (ii) above, the estimated results of operations for the period covered thereby (after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period).

3.3 Corporate Existence; Compliance with Law . Each of Holdings, the Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing or in full force and effect under the laws of the jurisdiction of its organization (to the extent such concepts exist in such jurisdictions), (b) has the organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign organization and in good standing or in full force and effect under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of the foregoing clauses (a) (solely with respect to Restricted Subsidiaries), (b), (c) and (d), as would not, in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

3.4 Organizational Power; Authorization; Enforceable Obligations . Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the consents, authorizations, filings and notices described in Schedule 3.4, (iii) the filings referred to in Section 3.17, (iv) filings necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (including the corresponding filings under the First Lien Loan Documents) and (iv) those consents, authorizations, filings and notices the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law applicable to, or violate or result in a default under, any Contractual Obligation of Holdings, the Borrower or any of its Restricted Subsidiaries, except, in each case, as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien on any of their respective Properties or revenues pursuant to any such Requirement of Law or any such Contractual Obligation (other than Permitted Liens).

3.6 No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened in writing by or against Holdings, the Borrower or any of its Restricted Subsidiaries or against any of their respective properties or revenues (a) with respect to this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would have or reasonably be expected to have a Material Adverse Effect (after giving effect to applicable insurance).

3.7 Ownership of Property; Liens . Each of Holdings, the Borrower and its Restricted Subsidiaries has good title to, or a valid leasehold interest in, all real property and other Property material to the conduct of its business except where the failure to have such title or interests would not have or reasonably be expected to have a Material Adverse Effect.

3.8 Intellectual Property . Except as would not have or reasonably be expected to result in a Material Adverse Effect, (i) Holdings, the Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted (“ Company Intellectual Property ”); (ii) no claim has been asserted in writing and is pending by any Person challenging or questioning the use of any Company Intellectual Property or the validity or effectiveness of any Company Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim; and (iii) to the knowledge of Holdings and the Borrower, the use of Company Intellectual Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person.

3.9 Taxes . Each of Holdings, the Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Federal income and all state and other tax returns that are required to be filed and has timely paid all Federal income and all state and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its Properties or income due and payable by it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the Borrower or its Restricted Subsidiaries, as the case may be) except, in each case, where the failure to do so would not have or reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, no material written claim has been asserted with respect to any taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the Borrower or its Restricted Subsidiaries, as the case may be).

3.10 Federal Regulations . No part of the proceeds of any Loans will be used by Holdings, the Borrower or any of its Subsidiaries for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board. If reasonably requested by the Administrative Agent on behalf of any

Lender, the Borrower will furnish to the Administrative Agent (for delivery to such Lender) a statement to the foregoing effect for the benefit of such Lender in conformity with the requirements of FR Form G-3 or FR Form U 1 referred to in Regulation U. On the Closing Date, none of Holdings, the Borrower or any of its Subsidiaries owns any “margin stock”.

3.11 ERISA . Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor the failure of any Loan Party or Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period, (iii) neither the Borrower nor any Commonly Controlled Entity has had, or is reasonably likely to have, a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, (iv) no failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code has occurred, (v) there has not been a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), and (vi) to the knowledge of Holdings or the Borrower, no such Multiemployer Plan is in Reorganization, Insolvent, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

3.12 Investment Company Act . No Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.

3.14 Use of Proceeds . The proceeds of the Closing Date Loans shall be used on the Closing Date, together with the proceeds of the First Lien Term Loans and the Equity

Contribution, to (i) pay the consideration due to the Seller under the Acquisition Agreement, (ii) repay Existing Debt and (iii) pay the Transaction Costs. The proceeds of any Loans under an Incremental Facility shall be used as specified in the relevant Incremental Facility Amendment. The proceeds of the Replacement Term Loans shall be used as specified in Section 2.24.

3.15 Environmental Matters . Other than exceptions to any of the following that would not, in the aggregate, reasonably have or be expected to have a Material Adverse Effect:

(a) Holdings, the Borrower and its Restricted Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; and (iii) are in compliance with all of their Environmental Permits;

(b) to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, Hazardous Materials are not present at, on, under or in any real property now or formerly owned, leased or operated by Holdings, the Borrower or any of its Restricted Subsidiaries, or at any other location (including any location to which Hazardous Materials have been sent by Holdings, the Borrower or any of its Restricted Subsidiaries for re-use or recycling or for treatment, storage, or disposal) which would reasonably be expected to (i) give rise to the imposition of Environmental Liabilities on Holdings, the Borrower or any of its Restricted Subsidiaries, or (ii) interfere with Holdings’, the Borrower’s or any of its Restricted Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any real property owned or leased by Holdings, the Borrower or any of its Restricted Subsidiaries;

(c) there is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) pursuant to any Environmental Law to which Holdings, the Borrower or any of its Restricted Subsidiaries is named as a party that is pending or, to the knowledge of Holdings, the Borrower or any of its Restricted Subsidiaries, threatened in writing;

(d) neither Holdings, the Borrower nor any of its Restricted Subsidiaries has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law;

(e) neither Holdings, the Borrower nor any of its Restricted Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or Environmental Liability; and

(f) none of Holdings, the Borrower or any of its Restricted Subsidiaries has assumed or retained by contract, or is otherwise subject to, any Environmental Liability.

information so furnished but excluding projected financial information and information of a general economic, forward looking or industry-specific nature), when taken as a whole, contained or contains as of the date the same was or is furnished any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading; provided that (i) the foregoing representation and warranty, insofar as it relates to the Business, is made to the best knowledge of Holdings only, and (ii) to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast, projection or other forward looking statement, each of Holdings and the Borrower represents only that it acted in good faith based upon assumptions believed by management of Holdings to be reasonable at the time made and at the time furnished (it being understood that forecasts and projections by their nature are inherently uncertain, that actual results may differ significantly from the forecasted or projected results and that such differences may be material and no assurances are being given that the results reflected in the forecasts and projections will be achieved).

3.17 Security Documents . (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent (or the First Lien Administrative Agent (subject to the Intercreditor Agreement)), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent (or the First Lien Administrative Agent (subject to the Intercreditor Agreement)) of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office and such other filings as are specified by the Guarantee and Collateral Agreement have been completed, the Lien on the Collateral created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior to the Liens of any other Person (except Permitted Liens).

(b) Each of the Mortgages executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices designated by the Borrower, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents).

3.18 Solvency . After giving effect to the Transactions to be consummated on the Closing Date, Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

3.19 Patriot Act; FCPA; OFAC . (a) To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001) (the “ Act ”). No part of the proceeds of the Loans will be used by Holdings, the Borrower or any of their Subsidiaries, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

(b) None of Holdings, the Borrower or any Restricted Subsidiary nor, to the knowledge of Holdings or the Borrower, any director, officer, agent, employee or Affiliate of Holdings, the Borrower or any Restricted Subsidiary, (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and none of Holdings, the Borrower or any Restricted Subsidiary will directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

3.20 Broker’s or Finder’s Commissions . No broker’s or finder’s fee or commission will be payable with respect to the execution and delivery of this Agreement and the other Loan Documents.

3.21 Labor Matters . Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Restricted Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened, (b) the hours worked by and payments made to employees of Holdings, the Borrower and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and (c) all payments due from Holdings, the Borrower or any Restricted Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Restricted Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Restricted Subsidiary is bound.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Extension of Credit . The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(b) Acquisition Transactions. The following transactions shall have been consummated, or shall be consummated substantially currently with the initial Borrowings under the Facilities:

(i) The Acquisition shall have been consummated in accordance with applicable law and the terms of the Acquisition Agreement (without any amendments, modifications, or waivers thereof, or consents thereunder, that are materially adverse to the interests of the Borrower, the Lenders or the Arrangers (unless the Administrative Agent has given its prior written consent)); provided that (A) a reduction by less than 10% in the consideration payable under the Acquisition Agreement shall be deemed to be not materially adverse so long as no less than 30% of any such reduction in the consideration payable under the Acquisition Agreement shall reduce the amount of funded debt under this Agreement and, thereafter, the funded debt under the Term Loan Facility (as defined under the First Lien Credit Agreement) on a dollar-for-dollar basis and (B) any increase in the purchase price shall be deemed to be not materially adverse so long as such increase is funded solely by a contribution of cash to the common equity of Holdings (which shall in turn be contributed to the common equity of the Borrower) (otherwise, any change in the purchase price of the Acquisition other than those described in clause (A) or (B) shall be deemed to be materially adverse to the interests of the Borrower, the Lenders and the Arrangers), and (C) any amendment or other modification to the definition of “Material Adverse Effect” set forth in the Acquisition Agreement shall be deemed to be materially adverse to the interests of the Borrower, the Lenders and the Arrangers.

(iii) The Refinancing shall have been consummated.

the 2011 and 2012 fiscal years and (iii) unaudited combined balance sheets and related statements of income, stockholders’ equity and cash flows of the Business for the fiscal quarters ended March 31, 2013 and June 30, 2013.

(d) Fees . All fees and expenses in connection with the Facility (including reasonable out-of-pocket legal fees and expenses) payable by Holdings or the Borrower to the Lenders, the Arrangers and the Agents on or before the Closing Date shall have been paid to the extent then due; provided that all such amounts shall be required to be paid, as a condition precedent to the Closing Date, only to the extent invoiced at least one Business Day prior to the Closing Date.

(e) Solvency Certificate . The Lenders shall have received a solvency certificate in the form of Exhibit J from the both the vice president and treasurer of the Borrower with respect to the solvency of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Transactions.

(f) Closing Certificate . The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

(g) Other Certifications . The Administrative Agent shall have received the following:

(i) a copy of the charter or other similar organizational document of each Loan Party and each amendment thereto, certified (as of a date reasonably near the date of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;

(ii) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the date of the initial extension of credit, certifying that (A) such Person has paid all franchise taxes to the date of such certificate and (B) such Person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and

(iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating, management or partnership agreement of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or members of other governing body, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, partnership agreement or other constitutive document of such Loan Party have not

been amended since the date the documents furnished pursuant to clause (i) above were certified, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party;

(h) Legal Opinions . The Administrative Agent shall have received the legal opinion of Gibson, Dunn & Crutcher LLP, counsel to Holdings, the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent.

(i) Pledged Capital Stock; Stock Powers; Acknowledgment and Consent; Pledged Notes . The Administrative Agent (or the First Lien Administrative Agent (subject to the Intercreditor Agreement)) shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement (if such shares are certificated), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A to the Guarantee and Collateral Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement that is not itself a party to the Guarantee and Collateral Agreement and (iii) subject to the last sentence of Section 4.1, each promissory note required to be delivered by the Loan Parties pursuant to the Guarantee and Collateral Agreement endorsed in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(k) Security Interests . The Administrative Agent shall have received a completed Perfection Certificate dated as of the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and the results of the tax lien searches and copies of the financing statements and any tax lien statements (or similar documents) disclosed by such searches and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements and tax lien statements (or similar documents) are permitted by Section 6.3 or have been or will contemporaneously with the initial funding of the Loans on the Closing Date be released or terminated. Subject to the last sentence of this Section 4.1, (A) with respect to each Mortgaged Property, the Administrative Agent shall have received a duly executed Mortgage covering such Mortgaged Property and shall have received such other deliverables relating thereto that comply with the requirements set forth in Section 5.9(b) with respect to real property (including at the reasonable request of the Administrative Agent) and (B) each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent (subject to the terms of Section 5.9(d)) to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation.

(l) Know Your Customer and Other Required Information. The Administrative Agent and the Arrangers shall have received, no later than five Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing by the Administrative Agent and the Arrangers with respect to applicable “know your customer” and anti-money laundering rules and regulations including the Act.

Notwithstanding anything to the contrary herein or otherwise, to the extent any Collateral, including the perfection of any security interest, is not or cannot be provided on the Closing Date (other than (A) the pledge and perfection of security interests, to the extent required hereunder and under the Guarantee and Collateral Agreement, in the Capital Stock of the Borrower and its Restricted Subsidiaries (including the Guarantors) with respect to which a Lien may be perfected by the delivery of a certificate representing such Capital Stock, if any, (B) the pledge and perfection of security interests in Collateral with respect to which a Lien may be perfected by the filing of financing statements under the Uniform Commercial Code in the office of the Secretary of State (or equivalent filing office of the relevant State(s) of the Borrower’s or any Guarantor’s respective jurisdiction of organization) and (C) the pledge and perfection of security interests in Collateral consisting of Intellectual Property with respect to which intellectual property security agreements are required to be filed under the Guarantee and Collateral Agreement) after the Borrower’s use of commercially reasonable efforts to do so, then the provision of any such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be provided after the Closing Date in accordance with Section 5.15.

4.2 Conditions to Each Post-Closing Extension of Credit . The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (other than (x) the initial extensions of credit on the Closing Date (except with respect to the condition precedent specified in clause (d) below) and (y) a conversion of Loans to the other Type, or a continuation of Eurodollar Loans, and except as expressly permitted under Section 2.23) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date ( provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect).

(b) No Default . No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

(d) Borrowing Notice . Delivery of a Borrowing Request pursuant to Section 2.

Each Borrowing of a Loan (other than a conversion of Loans to the other Type, or a continuation of Eurodollar Loans) by the Borrower hereunder shall constitute a representation and warranty by Holdings and the Borrower as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect or any Loan or other amount (excluding Obligations in respect of any contingent reimbursement and indemnification obligations, in each case, which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, each of Holdings and the Borrower shall and shall cause each of the Restricted Subsidiaries to:

5.1 Financial Statements . Furnish to the Administrative Agent for further delivery to each Agent and each Lender:

(a) within 90 days (or 105 days with respect to the fiscal year ending December 31, 2013) after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income, stockholders’ (or members’) equity and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, all in reasonable detail and prepared in accordance with GAAP, reported on without a “going concern” or like qualification, exception or explanatory paragraph, or qualification, exception or explanatory paragraph as to the scope of the audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities, any Permitted Credit Agreement Refinancing Indebtedness or under the First Lien Credit Agreement or any Permitted Credit Agreement Refinancing Indebtedness (as defined in the First Lien Credit Agreement) occurring within one year from the time such report is delivered), an independent certified public accountants of nationally recognized standing;

(b) within 45 days (or 60 days with respect to the fiscal quarters ending September 30, 2013, March 31, 2014 and June 30, 2014) after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income, stockholders’ (or members’) equity and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, all in reasonable detail and certified by a Responsible Officer as

fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes); and

Notwithstanding the foregoing, the obligations in clauses (a), (b) and (c) of this Section 5.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of the Borrower that directly or indirectly owns all of the Capital Stock of the Borrower or (B) the Borrower’s (or such direct or indirect parent’s) Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand (which consolidating information shall be certified by a Responsible Officer of the Borrower as fairly presenting such information unless such consolidating information is contained in the financial statements included in a Form 10-K or 10-Q filed with the SEC), and (ii) to the extent such information is in lieu of information required to be provided under Section 5.1(a), the consolidated financial statements included in the materials provided pursuant to the foregoing clause (A) or (B) are accompanied by a report by an independent certified public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanatory paragraph, or qualification, exception or explanatory paragraph as to the scope of the audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities, any Permitted Credit Agreement Refinancing Indebtedness or the First Lien Credit Agreement or any Permitted Credit Agreement Refinancing Indebtedness (as defined in the First Lien Credit Agreement) occurring within one year from the time such report is delivered)).

Any financial statements required to be delivered pursuant to Section 5.1 shall not be required to contain all purchase accounting adjustments relating to the Transactions to the extent in the reasonable determination of the Borrower it is not practicable to include any such adjustments in such financial statements, so long as the absence of such adjustments in the financial statements would not otherwise cause the Borrower to fail to comply with obligations under the Loan Documents (including, for example, the obligation to deliver financial statements accompanied by an audit opinion meeting the requirements of Section 5.1(a)).

5.2 Certificates; Other Information . Furnish to the Administrative Agent in each case for further delivery to each Lender, or, in the case of clause (f) or (g), to the relevant Lender:

(a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) (or the annual financial statements or Form 10-K referred to in clause (A) or (B)

of the last paragraph of Section 5.1), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, or, if any such Default or Event of Default has occurred, specifying the nature and extent thereof (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to and customarily cover in such certificates pursuant to their professional standards and customs of the profession);

(b) concurrently with the delivery of any financial statements pursuant to Sections 5.1(a) and 5.1(b) (or the annual or quarterly financial statements or Form 10-K or 10-Q, as applicable, referred to in clause (A) or (B) of the last paragraph of Section 5.1), (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any continuing Default or Event of Default, or if any such Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto, (ii) a Compliance Certificate and (iii) solely with respect to the delivery of any financial statements pursuant to Section 5.1(a) (or the annual financial statements or Form 10-K referred to in clause (A) or (B) of the last paragraph of Section 5.1), an updated Perfection Certificate, signed by a Responsible Officer of each of Holdings and the Borrower, (A) setting forth the information required pursuant to the Perfection Certificate and indicating, in a manner reasonably satisfactory to the Administrative Agent, any changes in such information from the most recent Perfection Certificate delivered pursuant to this clause (iii) (or, prior to the first delivery of a Perfection Certificate pursuant to this clause (iii), from the Perfection Certificate delivered on the Closing Date) or (B) certifying that there has been no change in such information from the most recent Perfection Certificate delivered pursuant to this clause (iii) (or, prior to the first delivery of a Perfection Certificate pursuant to this clause (iii), from the Perfection Certificate delivered on the Closing Date);

(c) as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a statement of all material assumptions used in preparation of such budget) (collectively, the “ Projections ”), which Projections shall set forth such information on a quarterly basis and in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions at the time made and at the time delivered (it being understood that the Projections are based upon good faith estimates and assumptions believed by management of Holdings and the Borrower to be reasonable at the time made and at the time delivered, it being recognized that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of management, and that no assurance can be given that any particular Projections will be realized and that variances from the Projections and the actual results during the period or periods covered by such Projections may be material);

(d) [Reserved];

(e) within ten days after the same are sent or made available, copies of all reports that Holdings or the Borrower or any of the Restricted Subsidiaries sends to the holders

of any class of its public equity securities and, promptly after the same are filed, copies of all reports or other materials that Holdings or the Borrower or any of the Restricted Subsidiaries may make to, or file with, the SEC or any national securities exchange (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be furnished to the Administrative Agent or the Lenders pursuant to any other clause of this Section 5.2, in each case only to the extent such reports are of a type customarily delivered by borrowers to lenders in syndicated loan financings, provided that filing of all such reports or other materials on EDGAR shall be sufficient to satisfy Holdings’ and the Borrower’s obligations under this clause (e) ( provided that (i) upon written request by the Administrative Agent, the Borrower shall deliver copies of such reports or other materials to the Administrative Agent for further distribution to each Lender and (ii) the Borrower shall notify the Administrative Agent of the posting of any such reports or other materials on EDGAR);

(g) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted Subsidiary, or compliance by any such Person with the terms of the Loan Documents to which it is a party, as the Administrative Agent may from time to time reasonably request (on its own behalf or on behalf of any Lender).

5.3 Payment of Obligations . Pay, discharge or otherwise satisfy before they become delinquent, as the case may be, all its obligations (other than Indebtedness), including Tax obligations, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings, the Borrower or its Restricted Subsidiaries, as the case may be, or (b) where the failure to pay, discharge or otherwise satisfy the same would not have or reasonably be expected to have a Material Adverse Effect.

5.4 Conduct of Business and Maintenance of Existence, Compliance with Laws, etc . (a) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence (it being understood, for the avoidance of doubt, that the foregoing shall not limit any change in form of entity or organization) and (ii) take all reasonable action to maintain all rights, privileges, franchises, permits and licenses necessary in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.4 and except (other than in the case of the preservation of existence of Holdings and the Borrower) to the extent that failure to do so would not have or reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations, applicable Requirements of Law (including ERISA and the Act) and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except to the extent that failure to comply therewith would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

5.5 Maintenance of Property; Insurance . (a) Except as would not have or reasonably be expected to have a Material Adverse Effect, keep all Property and systems necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with insurance companies the Borrower believes to be financially sound and reputable insurance on all its Property meeting the requirements of Section 5.3 of the Guarantee and Collateral Agreement and in at least such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same geographic regions by companies of similar size engaged in the same or a similar business.

5.6 Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and account in which full, true and correct in all material respects entries in conformity with GAAP and all material applicable Requirements of Law shall be made of all material dealings and transactions in relation to its business activities and (b) permit representatives of any Lender, upon reasonable prior notice, to visit and inspect any of its properties and examine and, at the Borrower’s expense, make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired (subject to the immediately succeeding sentence) and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and its Restricted Subsidiaries with officers and employees of Holdings, the Borrower and its Restricted Subsidiaries and with their respective independent certified public accountants (subject to such accountants’ policies and procedures). Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, such visits, inspections and examinations shall only be conducted by the Administrative Agent and shall be limited to one per fiscal year plus any additional visits in connection with Lender meetings (and only one time at the Borrower’s expense). The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes trade secrets or proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by any Requirement of Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

5.7 Notices . Promptly after (or, in the case of clause (c), within 30 days after) a Responsible Officer acquires knowledge thereof, give notice to the Administrative Agent and each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any litigation, investigation or proceeding which may exist at any time, that would have or reasonably be expected to have a Material Adverse Effect;

(c) the following events to the extent such events would have or reasonably be expected to have a Material Adverse Effect: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Single Employer Plan or Multiemployer Plan that would reasonably be expected to give rise to a lien in favor of the PBGC or a Single Employer Plan or Multiemployer Plan, the creation of any Lien in favor of the PBGC or a Single Employer Plan or Multiemployer Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and

(d) any other development or event that has or would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action (if any) Holdings, the Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.

amendments to the Guarantee and Collateral Agreement (including schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary (it being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (x)) to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in such Property to the extent required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement (it being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (y)).

(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) shall agree (i) execute and deliver a second priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent)), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), and (iv) if such Mortgaged Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder because improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) (not to exceed 100% of the value of such improvements) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board.

(c) With respect to any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets) (it being understood that amendments substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (i)), (ii) deliver to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including the recording of instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, if required, and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement (it being understood that amendments substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (iii)), and (iv) if reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), deliver to the Administrative Agent customary legal opinions relating to the matters described above.

(d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, (i) the Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to deliver control agreements or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the terms of the Security Documents.

5.10 Use of Proceeds . Use the proceeds of the Loans and the Letters of Credit only for the purposes specified in Section 3.14.

5.12 Maintenance of Ratings . At all times, the Borrower shall use commercially reasonable efforts to maintain a public corporate credit rating from S&P and a public corporate family rating from Moody’s, in each case with respect to the Borrower, and each of Holdings and the Borrower shall use commercially reasonable efforts to cause the Loans to be continuously rated by S&P and Moody’s.

5.13 Designation of Subsidiaries . (a) The board of directors of Holdings may at any time designate any Restricted Subsidiary (other than the Canadian Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) [reserved], (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if after such designation it would be a “restricted subsidiary” for the purpose of any other Indebtedness with recourse to Holdings, the Borrower or a Restricted Subsidiary and (iv) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary and then redesignated as a Restricted Subsidiary.

(b) The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein as determined in good faith by the Borrower and the Investment resulting from such designation must otherwise be in compliance with Section 6.7 (as determined at the time of such designation). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in such Unrestricted Subsidiary; provided that (i) solely for the purpose of calculating the outstanding amounts of Investments under Section 6.7 made in respect of any Unrestricted Subsidiary being redesignated as a Restricted Subsidiary, upon such redesignation the Borrower shall be deemed to continue to have an outstanding Investment in such Subsidiary in an amount (if positive) equal to (a) the Borrower’s Investment in such Subsidiary at the time of such redesignation less (b) the fair market value of the net assets of such Subsidiary at the time of such redesignation attributable to the Borrower’s ownership of such Subsidiary and (ii) solely for purposes of Section 5.9(c) and the Security Documents, any Unrestricted Subsidiary designated as a Restricted Subsidiary shall be deemed to have been acquired on the date of such designation. Any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Borrower.

5.14 Interest Rate Protection . No later than 180 days following the Closing Date, enter into and thereafter maintain for a minimum of 2 years interest rate Hedge Agreements with one or more counterparties reasonably acceptable to the Administrative Agent and with terms and conditions (taken as a whole) reasonably acceptable to the Administrative Agent that result in at least 50% of the aggregate principal amount of the Indebtedness under this Agreement, the non-revolving Indebtedness under the First Lien Credit Agreement, any Replacement Facility (as defined in this Agreement and the First Lien Credit Agreement) and any Permitted Term Loan Refinancing Indebtedness (as defined in this Agreement and the First Lien Credit Agreement) of the Borrower and the Restricted Subsidiaries being effectively subject to a fixed or maximum interest rate reasonably determined by the Borrower.

5.15 Post-Closing Matters. As promptly as reasonably practicable, and in any event within the time periods specified on Schedule 5.15 (or such longer period as the Administrative Agent may agree), after the Closing Date, Holdings and the US Borrower shall, and shall cause each other Loan Party to, provide such Collateral that would have been required to be delivered on the Closing Date pursuant to Sections 4.1(i) and 4.1(k) but for the last sentence of Section 4.1 and complete such undertakings, in each case as are set forth on Schedule 5.15.

SECTION 6. NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments remain in effect or any Loan or other amount (excluding Obligations in respect of any contingent reimbursement and indemnification obligations, in each case, which are not due and payable) is owing to any Lender, any Agent or any Arranger hereunder, each of Holdings and the Borrower shall not, and shall not permit any of the Borrower’s Restricted Subsidiaries to:

6.1 [Reserved].

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness of (i) the Borrower to Holdings, (ii) the Borrower to any Restricted Subsidiary and (iii) any Restricted Subsidiary to Holdings, the Borrower or any other Restricted Subsidiary; provided that (A) any such Indebtedness that is owed by any Loan Party to any Restricted Subsidiary that is not a Loan Party shall be evidenced by the Subordinated Intercompany Note and subordinated to the Obligations on the terms set forth therein, (B) any such Indebtedness that is owing to any Loan Party shall be evidenced by a promissory note (which can be a master promissory note) that shall have been pledged pursuant to the Guarantee and Collateral Agreement and (C) any such Indebtedness owing by any Restricted Subsidiary that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7;

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finance or refinance (within 270 days of the acquisition or replacement or completion of construction, installation, repair or improvement of such fixed or capital assets, as applicable) the acquisition, replacement, construction, installation, repair or improvement of fixed or capital assets within the limitations set forth in Section 6.3(g) or (B) any Refinancing Indebtedness in respect thereof; provided , however , that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of $36,000,000 and 6.0% of Total Assets;

(e) Guarantee Obligations, letters of credit and similar obligations (i) made in the ordinary course of business by Holdings, the Borrower or any of its Restricted Subsidiaries of obligations (other than in respect of Indebtedness for borrowed money) of (w) Holdings, (x) the Borrower, (y) any Restricted Subsidiaries or (z) any joint venture of the Borrower or any of the Restricted Subsidiaries, (ii) of Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted to be incurred by the Borrower or such Restricted Subsidiary, as the case may be, under this Section 6.2 (other than Section 6.2(d)), and (iii) of Holdings, the Borrower or any Restricted Subsidiary in respect of Indebtedness of any Unrestricted Subsidiary or joint venture; provided that (A) in the case of clause (ii), if the Indebtedness being guaranteed is subordinated to the Obligations such guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness, (B) in the case of clause (ii), no Guarantee Obligations, letter of credit or similar obligation by any Restricted Subsidiary in respect of any Indebtedness of any Loan Party shall be permitted unless such Restricted Subsidiary shall also become a Subsidiary Guarantor, (C) in the case of clauses (ii) and (iii), any such Guarantee Obligation, letter of credit or similar obligation of a Loan Party in respect of Indebtedness of a Subsidiary or other Person that is not a Loan Party shall be a permitted Investment in such Person pursuant to Section 6.7, and (D) in the case of clause (i)(z) above, the aggregate amount of all obligations at any one time outstanding shall not exceed $24,000,000;

(f) any unsecured senior, senior subordinated or subordinated Indebtedness incurred by Holdings, the Borrower or its Restricted Subsidiaries so long as the Total Leverage Ratio, determined on a Pro Forma Basis ( provided that the Total Leverage Ratio shall be determined without netting the proceeds from the incurrence of such Indebtedness (it being understood, for the avoidance of doubt, that such proceeds, to the extent constituting cash or Cash Equivalents, may be netted for subsequent determinations of the Total Leverage Ratio)), does not exceed the 6.00:1.00 at the time of incurrence thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding pursuant to this clause (f) in respect of which the primary obligor or any guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed the greater of $24,000,000 and 4.0% of Total Assets at the time of incurrence thereof.

(g) Indebtedness of the Borrower or any Restricted Subsidiary, or of any Person that becomes a Restricted Subsidiary, acquired or assumed in connection with a Permitted Acquisition or other acquisition permitted under Section 6.7; provided that (i) such Indebtedness

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exists at the time the acquired person becomes a Restricted Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such person becoming a Restricted Subsidiary or such asset being acquired and (ii) immediately before and after such person becomes a Restricted Subsidiary or such asset is acquired, no Default or Event of Default shall have occurred and be continuing;

(h) Indebtedness under the First Lien Loan Documents (including Guarantee Obligations in respect thereof) in an aggregate principal amount not to exceed the Maximum First Lien Amount (as defined in the Intercreditor Agreement); provided that any Incremental Facility (as defined in the First Lien Credit Agreement) shall be subject to the terms of Section 2.24 of the First Lien Credit Agreement as in effect on the date hereof;

(j) to the extent constituting Indebtedness, cash management obligations and other Indebtedness in respect of Cash Management Services in the ordinary course of business and Indebtedness arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of instruments or other payments items drawn against insufficient funds;

(l) Indebtedness of Foreign Subsidiaries in an aggregate principal amount (for all Foreign Subsidiaries) not to exceed at any time the greater of (A) $24,000,000 and (B) 4.0% of Total Assets at the time of incurrence thereof;

(n) Indebtedness in respect of Hedge Agreements entered into not for speculative purposes, to protect against exposure to interest rates, commodity prices or foreign exchange rates;

(o) additional Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Restricted Subsidiaries) not to exceed at any time the greater of (A) $18,000,000 and (B) 4.0% of Total Assets at the time of incurrence thereof;

(p) (i) Permitted Term Loan Refinancing Indebtedness, (ii) Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the

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date hereof), (iii) Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), (iv) Incremental Equivalent Debt, (v) any Refinancing Indebtedness in respect of any of the foregoing and (vi) Guarantee Obligations by the Guarantors in respect of each of the foregoing;

(q) Indebtedness representing deferred compensation or similar obligations to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business;

(r) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements with employees incurred by such Person in connection with Permitted Acquisitions or any other Investments permitted under Section 6.8 constituting acquisitions of Persons or businesses or divisions;

(s) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letter of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 45 days (or such longer period as may be agreed upon by the Administrative Agent) unless the amount or validity of such obligations are being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Restricted Subsidiaries, as the case may be;

(t) Indebtedness in respect of self-insurance obligations, performance, bid, release, appeal and surety bond, documentary letters of credit and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries, in each case in the ordinary course of business, and Guarantee Obligations, letters of credit and similar instruments supporting such obligations;

(u) Indebtedness incurred by a Permitted Receivables Financing Subsidiary in a Permitted Receivables Financing that is not recourse to Holdings, the Borrower or any of its Restricted Subsidiaries other than one or more Receivables Financing Subsidiaries and pursuant to Standard Securitization Undertakings;

(v) Refinancing Indebtedness in respect of Indebtedness permitted by Section 6.2(d), (f), (g) or (h) above;

(x) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; and

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For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.

6.3 Limitation on Liens . Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes, assessments or governmental charges or levies not at the time delinquent or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP);

(b) (i) carriers’, warehousemen’s, landlord’s, mechanics’, contractor’s, materialmen’s, repairmen’s or other like Liens imposed by law or arising in the ordinary course of business which secure amounts that are not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled and no action has been taken to enforce such Lien, or that are being contested in good faith by appropriate proceedings ( provided that adequate reserves with respect to such proceedings are maintained on the books of the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP), (ii) Liens of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (iii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

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(d) deposits by or on behalf of Holdings, the Borrower or any of its Restricted Subsidiaries to secure the performance of bids, trade contracts and governmental contracts (other than Indebtedness for borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(e) easements, rights-of-way, trackage rights, restrictions (including zoning restrictions or similar rights reserved to or vested in any Governmental Authority to control or regulate the use of any real property), encroachments, protrusions and other similar encumbrances and title defects incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole; provided that none of the foregoing secures Indebtedness for borrowed money;

(g) Liens securing Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries incurred pursuant to Section 6.2(c) (and related obligations, including Capital Lease Obligations); provided that (i) such Liens (other than Liens securing Indebtedness that is Permitted Refinancing of Indebtedness originally incurred under Section 6.2(c)) shall be created within 270 days of the acquisition or replacement or completion of construction, installation, repair or improvement or refinancing of such fixed or capital assets, as applicable, (ii) such Liens do not at any time encumber any Property other than the Property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the proceeds and products of and accessions to such Property, and (iii) the principal amount of Indebtedness initially secured thereby is not more than 100% of the purchase price or cost of construction, installation, repair or improvement of such fixed or capital asset; provided further that, in each case, individual financings of equipment and other assets provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment and other assets provided by such lender or lessor;

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(h) Liens created pursuant to the Loan Documents;

(i) any interest or title of a lessor or sublessor under any lease or sublease or real property license or sub-license entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased, subleased, licensed or sub-licensed;

(j) Liens in connection with attachments or judgments or orders in circumstances not constituting an Event of Default under Section 7.1(h);

(k) Liens existing on property at the time of its acquisition or existing on the property of a Person that becomes a Restricted Subsidiary of the Borrower after the date hereof (including any replacements, renewals or extensions thereof); provided that (i) any Indebtedness secured thereby is permitted by Section 6.2(g) or is Refinancing Indebtedness in respect thereof and (ii) such Liens cover solely the Property so acquired or the Property of the Person that became a Restricted Subsidiary and are not expanded to cover additional Property (other than proceeds and products thereof and accessions thereto);

(m) Liens on insurance policies and the proceeds thereof securing insurance premium financing permitted hereunder;

(n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;

(o) (i) Liens of a collection bank arising under Section 4-208 of the Uniform Commercial Code on the items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash and Cash Equivalents on deposit in accounts maintained by the Borrower or any Restricted Subsidiary (including any restriction on the use of such cash and Cash Equivalents or investment property), in each case under this clause (iii) granted in the ordinary course of business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to Cash Management Services (including operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of applicable law, in no case shall any such Liens secure (either directly or indirectly) any Indebtedness for borrowed money;

(p) licenses and sublicenses of Intellectual Property granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

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(q) UCC financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the ordinary course of business;

(r) Liens on property rented to, or leased by, the Borrower or any of its Restricted Subsidiaries pursuant to a Sale and Leaseback Transaction; provided , that (i) such Sale and Leaseback Transaction is permitted by Section 6.10, (ii) such Liens do not encumber any other property of the Borrower or its Restricted Subsidiaries and the proceeds and products of and accessions to such property, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction;

(s) Liens on the assets of Foreign Subsidiaries that secure Indebtedness of such Foreign Subsidiaries permitted pursuant to Section 6.2 (and related obligations);

(t) (i) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing of, and any Guarantee Obligations by the Guarantors in respect of any of the foregoing, and (ii) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (in each case, as defined in the First Lien Credit Agreement in effect as of the date hereof) and any Permitted Refinancing of, and any Guarantee Obligations by the Guarantors in respect of any of the foregoing;

(v) Liens not otherwise permitted by this Section 6.3 so long as the aggregate amount of obligations secured thereby does not exceed (as to Holdings, the Borrower and all Restricted Subsidiaries) the greater of $18,000,000 and 4.0% of Total Assets at the time of incurrence thereof;

(x) Liens in favor of the Borrower or another Loan Party securing intercompany Indebtedness permitted hereunder;

(z) (i) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.7; provided such Liens do not extend to any assets other than those

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assets that are the subject of such repurchase agreement, and (ii) reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts maintained in the ordinary course of business and not for speculative purposes;

(aa) Liens that are customary contractual rights of setoff relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(cc) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;

(dd) Liens on Permitted Receivables Financing Assets securing any Permitted Receivables Financing; and

(ee) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.2 and incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof.

(a) so long as no Event of Default has occurred and is continuing, any Restricted Subsidiary of the Borrower may be merged or consolidated with or into the Borrower ( provided that the Borrower shall be the continuing or surviving entity) and any Restricted Subsidiary of the Borrower may be merged, consolidated or amalgamated with or into any other Restricted Subsidiary of the Borrower ( provided that (i) in the case of any merger or consolidation involving one or more Subsidiary Guarantors, a Subsidiary Guarantor shall be the continuing, surviving or resulting entity or (ii) simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 5.9 in connection therewith);

(b) the Borrower or any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its Property or business, including by way of a merger, dissolution, liquidation or consolidation, (i) to the Borrower or any other Loan Party or (ii) in the case of any Restricted Subsidiary, pursuant to a Disposition permitted by Section 6.5;

(c) any Foreign Subsidiary may (i) be merged or consolidated or amalgamated with or into any other Foreign Subsidiary, or (ii) Dispose of all or substantially all of its assets to any other Foreign Subsidiary;

(d) any merger or consolidation or other transaction the sole purpose of which is to (i) reincorporate or reorganize in another jurisdiction in the United States or (ii) change the

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form of entity shall be permitted; provided that, in the case of any such merger or consolidation involving a Loan Party, a Loan Party is the surviving, continuing or resulting Person (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and in any such case the Borrower shall comply with Section 5.9 in connection therewith;

(f) any Investment permitted by Section 6.7 may be structured as a merger, consolidation or amalgamation; provided that in the case of any such merger, consolidation or amalgamation of a Loan Party, the surviving, continuing or resulting legal entity of such merger, consolidation or amalgamation is a Loan Party (or simultaneously with such transaction, the continuing, surviving or resulting entity shall become a Subsidiary Guarantor) and the Borrower shall comply with Section 5.9 in connection therewith;

(g) (i) any Restricted Subsidiary of the Borrower (other than an Excluded Subsidiary) may dissolve, liquidate or wind up its affairs at any time if the Borrower determines in good faith that such dissolution, liquidation or winding up is in the best interest of Holdings, the Borrower and its Restricted Subsidiaries and not materially disadvantageous to the Lenders (as determined by the Borrower in good faith) ( provided that in the case of any dissolution, liquidation or winding up of a Restricted Subsidiary that is a Subsidiary Guarantor, such Subsidiary shall at or before the time of such dissolution, liquidation or winding up transfer its assets to the Borrower or another Subsidiary Guarantor unless such Disposition of assets is permitted by Section 6.5), and (ii) any Excluded Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not have or reasonably be expected to have a Material Adverse Effect (as determined by the Borrower in good faith);

(h) so long as no Default exists or would result therefrom, Holdings may merge or consolidate with any other Person; provided that (A) Holdings shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated (any such Person, “ Successor Holdings ”), (A) Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (C) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Loan Document comply with this Agreement; provided , further , that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement; and

(i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 6.5.

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(a) the Disposition of obsolete or worn out property in the ordinary course of business;

(b) the sale of inventory and other assets held for sale in the ordinary course of business;

(d) (i) the sale or issuance of any Restricted Subsidiary’s Capital Stock to the Borrower or any other Loan Party or the sale or issuance of any Excluded Subsidiary’s Capital Stock to another Restricted Subsidiary; provided that any Guarantor’s ownership interest therein is not diluted; and (ii) the sale or issuance of any Capital Stock of, or any Indebtedness or other securities of, any Unrestricted Subsidiary;

(f) the Disposition of cash or Cash Equivalents;

(h) the lease, sublease, license or sublicense of property as described in Section 6.3(i);

(i) the Disposition of surplus or other property no longer used or useful in the business of the Borrower and its Restricted Subsidiaries in the ordinary course of business;

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in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the payment in cash of the Obligations (other than contingent indemnification and reimbursement obligations as to which no claim has been asserted by the Person entitled thereto), that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary from such transferee that are converted by such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by the Borrower in good faith) that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, does not exceed $6,000,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed for purposes of clause (j)(i) to be cash and (iv) that the aggregate gross proceeds of all Dispositions in reliance upon this clause (j) shall not exceed, in any fiscal year of the Borrower, the greater of $60,000,000 and 12% of Total Assets (determined as of the end of the immediately preceding fiscal year); provided that for any given fiscal year this limitation may be increased by the unused amount for the previous fiscal year and, in the event of any such carryover, Dispositions in such fiscal year will be deducted first from the carried over amount;

(k) the Disposition of assets subject to or in connection with any Recovery Event;

(l) Dispositions consisting of Restricted Payments permitted by Section 6.6;

(m) Dispositions consisting of Investments permitted by Section 6.7;

(n) Dispositions consisting of Liens permitted by Section 6.3;

(o) Dispositions of assets pursuant to Sale and Leaseback Transactions permitted by Section 6.10;

(p) Dispositions of property to the Borrower or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) to the extent constituting an Investment, such Disposition must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.7;

(r) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (and not for financing purposes);

(s) the unwinding of any Hedge Agreement;

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(t) in order to resolve disputes that occur in the ordinary course of business, the Borrower and its Restricted Subsidiaries may discount or otherwise compromise for less than the face value thereof, notes or accounts receivable;

(u) the Borrower or any Restricted Subsidiary may sell or dispose of shares of Capital Stock of any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary if and to the extent required by applicable law;

(w) the sale or disposition, within 360 days after the date of a Permitted Acquisition, of (i) any portion of a business or operations acquired in a Permitted Acquisition, that is, in the judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Holdings, the Borrower or any Restricted Subsidiary taken as a whole or (ii) solely to the extent required by any Governmental Authority pursuant to applicable anti-trust law or other similar Requirement of Law in connection with any Permitted Acquisition, any other portion of a business or operations of Holdings, the Borrower and the Restricted Subsidiaries, in each case, provided that (x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the Borrower), (y) no Event of Default has occurred and is continuing or would result from such disposition and (z) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid to Holdings, the Borrower or any Restricted Subsidiary solely in cash and Cash Equivalents.

6.6 Limitation on Restricted Payments . Declare or pay any dividend on (other than dividends payable solely in Qualified Capital Stock of the Person making the dividend so long as the ownership interest of any Loan Party in such Person is not diluted), or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in cash or property (collectively, “ Restricted Payments ”), except that:

(a) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor, and any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary;

(b) the Borrower may pay dividends to permit Holdings or any direct or indirect holding company of Holdings to (i) so long as no Event of Default has occurred and is continuing, purchase (or in the case of Holdings, to pay a dividend to a direct or indirect holding company to enable such holding company to purchase) the Capital Stock of Holdings (or such holding company) owned by future, present or former officers, directors, employees or consultants of Holdings, the Borrower or its Restricted Subsidiaries or make payments to

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employees of Holdings, the Borrower or its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or other similar agreements or in connection with the death or disability of such employees, in an aggregate amount not to exceed $1,200,000 in any fiscal year of the Borrower; provided that such amounts set forth in this clause (b)(i) may be increased by an amount equal to the cash proceeds of key man life insurance policies received by Holdings, the Borrower and its Restricted Subsidiaries after the Closing Date and (ii)(x) pay Permitted Management Fees; and (y) pay expenses, indemnification claims and other amounts (in each case, other than Permitted Management Fees) pursuant to the Management Agreement;

(c) the Borrower may pay dividends to permit Holdings or any direct or indirect parent company of Holdings to (i) pay (or in the case of Holdings, to pay a dividend to a direct or indirect holding company to enable such holding company to pay) operating costs and expenses and other corporate overhead costs and expenses (including (A) directors’ fees and expenses and administrative, legal, accounting, filing and similar expenses and (B) salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings), in each case to the extent such costs, expenses, fees, salaries, bonuses and benefits are attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries, are reasonable and incurred in the ordinary course of business, (ii) pay any estimated or final Federal, state and local income Taxes due and payable by Holdings or the direct or indirect parent of Holdings as the common parent of a consolidated, combined, unitary or other similar group that includes on the tax return of such group the taxable income of Holdings, the Borrower and its Restricted Subsidiaries, in an amount not to exceed the aggregate amount of Taxes that Holdings would owe if Holdings were to file as the common parent of a consolidated, combined, unitary or other similar group that included on the tax return of such group the taxable income of the Borrower and its Restricted Subsidiaries, (iii) pay taxes that are not determined by reference to income, but which are imposed on Holdings or any direct or indirect parent company of Holdings as a result of Holdings’ or such parent company’s ownership of the equity of Holdings or the Borrower or any direct or indirect parent company of Holdings, as the case may be, but only if and to the extent that Holdings or such parent company has not received cash or other property in connection with the events or transactions giving rise to such taxes, (iv) to the extent of amounts paid by Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary, pay the tax liabilities of Unrestricted Subsidiaries or tax liabilities of Holdings or any direct or indirect parent company of Holdings attributable to Unrestricted Subsidiaries, (v) pay franchise taxes and other fees, taxes and expenses required to maintain its corporate existence, (vi) finance any Investment permitted to be made hereunder other than Section 6.7(k), and so long as (A) such dividends shall be made substantially concurrently with the closing of such Investment and (B) Holdings and the Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the Borrower or a Restricted Subsidiary or (2) the merger of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Investment (and subject to the provisions of Sections 5.9 and 6.4), (vii) pay costs, fees and expenses related to any unsuccessful equity or debt offering (other than any such offering intended to benefit Subsidiaries of any such parent company other than Holdings, the Borrower and its Restricted Subsidiaries) or any strategic transactions (including Investments or Dispositions) related to its ownership of the Borrower and its Restricted Subsidiaries and (viii) make payments permitted

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under Section 6.9 (other than Section 6.9(c), and only to the extent such payments have not been and are not expected to be made directly by the Borrower or a Restricted Subsidiary); provided that dividends paid pursuant to this Section 6.6(c) (other than dividends paid pursuant to clause (ii) above) are used by Holdings or any direct or indirect parent holding company of Holdings for such purpose within 45 days of the receipt of such dividends or are refunded to the Borrower;

(d) the Borrower may pay cash dividends to Holdings to permit Holdings to pay (and Holdings may pay) cash dividends to the holders of Holdings’ Capital Stock or make any other Restricted Payment in an amount (disregarding any such dividends made by the Borrower to Holdings to permit Holdings to make corresponding dividends or such other Restricted Payments) in an aggregate amount not to exceed the sum of (i) the Available Starter Basket at the time such cash dividend is paid plus (ii) if the Total Leverage Ratio, determined on a Pro Forma Basis at the time of and after giving effect to the payment of such cash dividend, is equal to or less than 6.00:1.00, the Available Builder Basket at the time such cash dividend is paid; provided that at any time such cash dividend is paid pursuant to this clause (d), no Event of Default shall have occurred and be continuing;

(e) any non-Wholly Owned Subsidiary of the Borrower may declare and pay cash dividends to its equity holders generally so long as the Borrower or its respective Restricted Subsidiary that owns the equity interests in the Restricted Subsidiary paying such dividends receives at least its proportionate share thereof (based upon the relative holding of the equity interests in the Restricted Subsidiary paying such dividends);

(f) any non-Guarantor Wholly Owned Subsidiary of the Borrower may declare and pay cash dividends to the Borrower or any Restricted Subsidiary of the Borrower that owns the equity interests in such non-Guarantor Wholly Owned Subsidiary;

(g) the Borrower and Holdings may pay dividends to permit Holdings or any direct or indirect parent company of Holdings to fund the payment or reimbursement of fees and expenses (including fees and expenses of attorneys, accountants and financial advisors but excluding underwriting commissions) incurred by Holdings, any direct or indirect parent company of Holdings, the Sponsor or their respective affiliates in connection with any proposed IPO (whether or not consummated) of Holdings or any other direct or indirect parent company of Holdings;

(h) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions permitted by Section 6.4 or Section 6.7(d) or (s);

(i) repurchases of Capital Stock in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Capital Stock represents a portion of the exercise price of such options or warrants or similar rights (as long as Holdings, the Borrower and the Restricted Subsidiaries make no payment in connection therewith that is not otherwise permitted hereunder);

(j) the Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof;

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(m) other Restricted Payments in an aggregate amount not to exceed $6,000,000.

(b) investments in cash and Cash Equivalents;

(d) loans and advances to employees, officers, directors, managers and consultants of Holdings (or any direct or indirect parent company thereof to the extent relating to the business of Holdings, the Borrower and the Restricted Subsidiaries), the Borrower or any Restricted Subsidiaries of the Borrower in the ordinary course of business (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in cash in connection with such Person’s purchase of Capital Stock of Holdings (or any direct or indirect parent thereof; provided that, the amount of such loans and advances used to acquire such Capital Stock shall be contributed to Holdings in cash) and (iii) for any other purpose in an aggregate principal amount outstanding under clauses (i) through (iii) not to exceed $2,400,000 at any time;

(e) Investments in assets useful in the business of the Borrower and its Restricted Subsidiaries made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount; provided , that if the underlying Asset Sale or Recovery Event was with respect to a Loan Party, then such Investment shall be consummated by the Borrower or any Subsidiary Guarantor;

(f) Investments by the Borrower and the Restricted Subsidiaries constituting the purchase or other acquisition of all or substantially all of the property and assets or businesses of any Person or all or substantially all of the assets constituting a business unit, a line of business or division of such Person, or Capital Stock in a Person that, upon the consummation thereof, will be, or will become part of, a Wholly Owned Subsidiary of the Borrower (including as a result of a merger or consolidation) (each, a “ Permitted Acquisition ”); provided that

(i) (1) immediately prior to and after giving effect to any such purchase or other acquisition, no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition (and any incurrence or repayment of Indebtedness in connection therewith), the Total Leverage Ratio, determined on a Pro Forma Basis, does not exceed 6.00:1.00 and the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower demonstrating such compliance calculation in reasonable detail;

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(ii) all of the applicable provisions of Section 5.9 and the Security Documents have been or will be complied with in respect of such Permitted Acquisition;

(iv) any Person, property, assets or divisions acquired in accordance with this clause (f) shall be in the same or a generally related or ancillary line of business as the Borrower and its Restricted Subsidiaries.

(h) advances of payroll payments to employees, officers, directors and managers of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business;

(i) Investments by the Borrower or any of its Restricted Subsidiaries in Unrestricted Subsidiaries in an aggregate amount not to exceed, at any time outstanding, $12,000,000 minus the aggregate amount of Investments under Section 6.7(j);

(j) Investments by the Borrower or any Guarantor in any Restricted Subsidiary that is not a Loan Party in an aggregate amount not to exceed $12,000,000 minus the aggregate amount of Investments under Section 6.7(i);

(k) Investments by (i) the Loan Parties in any other Loan Party, (ii) any Restricted Subsidiaries in the Borrower or any Subsidiary Guarantor, (iii) the Borrower in the Canadian Borrower solely to the extent the Borrower pays fees, costs, expenses, other amounts or makes reimbursements in respect of the Canadian Tranche Revolving Credit Loans and Canadian Tranche Letters of Credit on behalf of the Canadian Borrower to the extent such payments constitute an Investment, (iv) the Loan Parties in the Canadian Borrower solely to the extent constituting Guarantees of Indebtedness permitted under Section 6.2(a) or 6.2(h) and (v) any Excluded Subsidiary in any other Excluded Subsidiary; provided that any such Investments made pursuant to this clause (k) in the form of intercompany loans shall be

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evidenced by notes that have been pledged to the extent required by the Security Documents, Section 5.9 or Section 5.11 (individually or pursuant to a global note (including the Subordinated Intercompany Note)) to the Administrative Agent (or the First Lien Administrative Agent (subject to the Intercreditor Agreement)) for the benefit of the Lenders;

(l) Investments consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration for a Disposition permitted by Section 6.5;

(n) the Borrower and its Restricted Subsidiaries may endorse negotiable instruments and other payment items for collection or deposit in the ordinary course of business or make lease, utility and other similar deposits in the ordinary course of business;

(o) Investments consisting of obligations under Hedge Agreements permitted by Section 6.2;

(p) Investments consisting of Restricted Payments permitted by Section 6.6;

(q) Investments of any Person that becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the Borrower on or after the date hereof on the date such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary of the Borrower; provided that (i) such Investments exist at the time such Person becomes (or is merged or consolidated or amalgamated with) a Restricted Subsidiary, and (ii) such Investments are not made in anticipation or contemplation of such Person becoming (or merging or consolidating or amalgamated with) a Restricted Subsidiary;

(r) Investments consisting of good faith deposits made in accordance with Section 6.3(u);

(s) other Investments in an aggregate amount not to exceed the greater of (x) $12,000,000 and (y) 2.5% of Total Assets;

(u) deposits made in the ordinary course of business to secure the performance of leases or in connection with bidding on government contracts;

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(v) advances in connection with purchases of goods or services in the ordinary course of business;

(w) Guarantee Obligations, letters of credit and similar obligations in respect of obligations not constituting Indebtedness for borrowed money entered into in the ordinary course of business;

(x) Investments consisting of Liens permitted under Section 6.3;

(y) Investments consisting of transactions permitted under Section 6.4, except for Section 6.4(f);

(z) Investments to the extent that payment for such Investments is made solely with Qualified Capital Stock of Holdings or Capital Stock of any direct or indirect parent company of Holdings;

(bb) Investments made in connection with the Transactions;

(dd) Investments funded with Excluded Contributions; and

(ee) the Borrower and its Restricted Subsidiaries may acquire Capital Stock in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to the Borrower or any of its Restricted Subsidiaries or as security for any such Indebtedness or claim.

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Available Starter Basket at the time of such payment, prepayment, repurchase or redemption or defeasance of Junior Debt plus (B) if the Total Leverage Ratio, determined on a Pro Forma Basis at the time of and after giving effect to such payment, prepayment, repurchase or redemption or defeasance or other satisfaction, is equal to or less than 6.00:1.00, the Available Builder Basket at the time of such payment, prepayment, repurchase or redemption or defeasance or other satisfaction of Junior Debt, or (iii) the conversion of such Junior Debt to Qualified Capital Stock of Holdings or Capital Stock of any direct or indirect parent company of Holdings, or (b) amend, modify or otherwise change (pursuant to a waiver or otherwise) any of the terms of any Junior Debt (other than any such amendment, modification or other change that (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or amount or extend the date for payment of interest thereon or relax or eliminate any covenant, event of default or other provision applicable to Holdings, the Borrower or any of its Restricted Subsidiaries or (ii) does not otherwise adversely affect the Lenders in any material respect), in each case other than (A) pursuant to a refinancing permitted by clause (a)(i) above, (B) to the extent such amendment, modification or other change is effective, or is to provisions that become applicable, after the then Latest Maturity Date hereunder (as determined as of the time of such amendment, modification or other change is made) or (C) if immediately after giving effect thereto such Junior Debt with such revised terms could be incurred pursuant to Section 6.2 (such determination to be made as if such Junior Debt was incurred at such time and had not previously been incurred).

6.9 Limitation on Transactions with Affiliates . Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower, any Restricted Subsidiary or any Person that becomes a Restricted Subsidiary as a result of such transaction) unless such transaction is otherwise permitted under this Agreement and is on fair and reasonable terms no less favorable to the Borrower and its Restricted Subsidiaries than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may (a) pay Permitted Management Fees and other amounts payable (including all expense reimbursement and indemnification claims) under the Management Agreement, (b) enter into and consummate the transactions listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6, (d)(i) make Investments in Unrestricted Subsidiaries permitted by Section 6.7 and (ii) make Investments permitted by Section 6.7(a), (d), (h), (s) or (t), (e) consummate the Transactions (including the issuance of Capital Stock to any officer, director, employee or consultant of the Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower) and transactions related to or necessary or contemplated in connection with any IPO (whether or not consummated), and, in each case, pay fees and expenses related to thereto, (f) enter into employment and severance arrangements with officers, directors and employees of Holdings (or any direct or indirect parent company of Holdings), the Borrower and the Restricted Subsidiaries and, to the extent relating to services performed for Holdings, the Borrower and the Restricted Subsidiaries (as determined in good faith by the senior management of the relevant Person), pay director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided that any purchase of Capital Stock of Holdings (or any direct or indirect holding company of Holdings) in connection with the foregoing shall be subject to Section 6.6, (g) make customary payments to the Sponsor for any financial advisory,

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financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower in good faith, (h) issue or transfer Capital Stock (other than Disqualified Capital Stock) of Holdings (or any direct or indirect parent company of Holdings) to any direct or indirect parent company of Holdings or to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries or any direct or indirect parent company thereof to the extent otherwise permitted by this Agreement, (i) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted hereunder, (j) pay reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to holders of Capital Stock of Holdings or any direct or indirect parent company thereof pursuant to any stockholders agreement or registration and participation rights agreement in effect on the Closing Date, (k) transactions between the Borrower or any Restricted Subsidiary and any Person other than an Unrestricted Subsidiary which would constitute a transaction with an Affiliate solely because a director of such Person is also a director of the Borrower or any direct or indirect parent of the Borrower; provided , however , that such director abstains from voting as a director of the Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person, (l) make or accept any contribution to the capital of the Borrower or other Loan Party and if the Person making such contribution is not a Loan Party, any other Restricted Subsidiary, (m) the non-exclusive licensing of Intellectual Property in the ordinary course of business to permit the commercial exploitation of Intellectual Property between or among Affiliates and Subsidiaries of the Borrower; and (n) transactions in which Holdings, the Borrower or any of the Restricted Subsidiaries, as the case may be, obtains a letter from an independent financial advisory, investment banking or appraisal firm stating that such transaction is fair to Holding the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of this Section 6.9.

6.10 Limitation on Sales and Leasebacks . Enter into any arrangement with any Person providing for the leasing by the Borrower or any of its Restricted Subsidiaries of real or personal property which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Restricted Subsidiary (a “ Sale and Leaseback Transaction ”) unless (i) the sale of such property is made for cash consideration in an amount not less than the fair market value of such property, (ii) the Sale and Leaseback Transaction is permitted by Section 6.5 and is consummated within 180 days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.3(r), and (iv) the Sale and Leaseback Transaction would be permitted under Section 6.2, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.2.

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6.11 Limitation on Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations other than (a) this Agreement (including any Incremental Facility Amendment permitted hereby), the other Loan Documents and the First Lien Loan Documents (in the case of the First Lien Loan Documents, as in effect as of the date hereof, except for any Incremental Facility Amendment), (b) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the date hereof) any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (c) any agreements governing any Indebtedness permitted by Section 6.2(c) and any other purchase money Indebtedness, Attributable Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed by or the subject of such Indebtedness and the proceeds and products thereof), (d) any agreements governing Indebtedness of any Excluded Subsidiary permitted by Section 6.2 (in which case, any such prohibition or limitation shall only be effective against the assets of such Excluded Subsidiary and its Subsidiaries), (e) any agreements governing Indebtedness permitted by Section 6.2(g) (in which case any such prohibition shall only be effective against the assets permitted to be subject to Liens permitted by Section 6.3(k) and the proceeds thereof), (f) customary provisions in joint venture agreements and similar agreements that restrict transfer of assets of, or equity interests in, joint ventures, (g) licenses or sublicenses by the Borrower and its Restricted Subsidiaries of Intellectual Property in the ordinary course of business (in which case any prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (h) [reserved], (i) customary provisions (including customary net worth provisions) in leases, subleases, licenses and sublicenses that restrict the transfer thereof or the transfer of the assets subject thereto by the lessee, sublessee, licensee or sublicensee, (j) prohibitions and limitations arising by operation of law, (k) prohibitions and limitations that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such prohibitions and limitations were not created in contemplation of such Person becoming a Restricted Subsidiary and apply only to such Restricted Subsidiary, (l) customary restrictions that arise in connection with any Disposition permitted by Section 6.5 applicable pending such Disposition solely to the assets subject to such Disposition, (m) customary provisions contained in an agreement restricting assignment of such agreement entered into in the ordinary course of business, (n) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, or (o) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than the then customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of Holdings, the Borrower and the Restricted Subsidiaries to make any payments required under the Loan Documents.

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6.12 Limitation on Restrictions on Restricted Subsidiary Distributions . Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by Holdings, the Borrower or any Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any Subsidiary Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) the Loan Documents or the First Lien Loan Documents (in the case of the First Lien Loan Documents, as in effect as of the date hereof), (ii) any agreements governing any Permitted Term Loan Refinancing Indebtedness, any Permitted Term Loan Refinancing Indebtedness (as defined in the First Lien Credit Agreement as in effect on the date hereof), any Incremental Equivalent Debt, any Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof), or any Refinancing Indebtedness with respect to any of the foregoing or Guarantee Obligations in respect of any of the foregoing, (iii) any agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary, solely with respect to such Restricted Subsidiary, (iv) customary net worth provisions contained in real property leases, subleases, licenses or permits entered into by the Borrower or any of its Restricted Subsidiaries so long as such net worth provisions would not reasonably be expected to impair the ability of the Loan Parties to comply with their obligations under this Agreement or any of the other Loan Documents, (v) any restriction with respect to Excluded Subsidiaries in connection with Indebtedness permitted by Section 6.2, (vi) to the extent not otherwise permitted under this Section 6.12, agreements, restrictions and limitations described in clauses (a) – (o) of Section 6.11, to the extent set forth in such clauses, (vii) restrictions with respect to the transfer of any asset contained in an agreement that has been entered into in connection with the disposition of such asset permitted hereunder and (viii) prohibitions and limitations arising by operation of law; and (ix) restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 6.2 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than either (i) Section 6.6 of this Agreement or (ii) the then customary market terms for Indebtedness of such type, so long as, in the case of this clause (ii) only, the Borrower shall have determined in good faith that such restrictions would not, or would not reasonably be expected to, restrict or impair, in any material respect, the ability of Holdings, the Borrower and the Restricted Subsidiaries to make any payments required under the Loan Documents.

6.13 Limitation on Lines of Business . Enter into any material line of business, either directly or through any Restricted Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related or ancillary thereto or reasonable extensions thereof.

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Obligations hereunder and other Indebtedness of the Borrower and its Restricted Subsidiaries that is permitted to be incurred by such Persons hereunder) or (iv) create any Lien on the Capital Stock of the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under clause (a)(iii) above, the Management Agreement, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Section 6, (v) the issuance of Capital Stock, payment of dividends, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments, in each case subject to any applicable limitations described in clause (a)(iii) above, (vi) participating in tax, accounting and other administrative matters as a member of a consolidated group of companies, (vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 6.6 pending application thereof and (viii) providing indemnification to officers and directors and (ix) activities incidental to the businesses or activities described in the foregoing clauses (i) through (viii).

6.15 Modification of Agreements . Amend, modify or change (a) any organizational or governing documents of Holdings, the Borrower or any Restricted Subsidiary, (b) the terms of the Management Agreement, (c) the terms of the Acquisition Agreement, or (d) the terms of any First Lien Loan Document (if such amendment, modification or change would be prohibited by the terms of the Intercreditor Agreement), in each case, in any manner that is materially adverse to the interests of the Lenders; provided that in the case of clause (a) above, any amendment, modification or change to the organizational or governing documents of any Restricted Subsidiary to effectuate a change in form of entity or organization shall be permitted, subject to the requirements under the Guarantee and Collateral Agreement.

SECTION 7. EVENTS OF DEFAULT

7.1 Events of Default . If any of the following events shall occur and be continuing:

(a) (i) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or (ii) the Borrower shall fail to pay any interest on any Loan, or any Loan Party shall fail to pay any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement required to be furnished by such Loan Party at any time under this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished ( provided that, in each case, such materiality qualifier shall not be applicable with respect to any representation or warranty that is qualified or modified by materiality or Material Adverse Effect); or

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(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 5.4(a) (with respect to Holdings and the Borrower only), Section 5.7(a), Section 5.10 or Section 6; or

(d) any Loan Party shall default in the observance or performance of any covenant or other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days following delivery of written notice thereof to the Borrower by the Administrative Agent; or

(e) Holdings, the Borrower or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (excluding the Loans and other Indebtedness under the Loan Documents and Indebtedness under the First Lien Loan Documents) on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (other than, with respect to Indebtedness consisting of obligations in respect of Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements and not as a result of any default thereunder by Holdings, the Borrower or any Restricted Subsidiary) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with or without the giving of notice, the lapse of time or both, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable ( provided that this clause (iii) shall not apply to any secured Indebtedness that becomes due or subject to a mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets securing such Indebtedness, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e))); provided , that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clause (i), (ii) or (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $12,000,000; and provided , further , that upon becoming an Event of Default, such Event of Default shall be deemed to have been remedied and shall no longer be continuing if any such defaults, events or conditions are remedied or waived prior to any acceleration of the Loans pursuant to the below provisions of this Section 7.1 by any of the holders or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holders or beneficiaries) and, after giving effect thereto, at such time, one or

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more defaults, events or conditions of the type described in clause (i), (ii) or (iii) of this paragraph (e) shall no longer be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $12,000,000; or

(f) (i) Holdings, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or for any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings, the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings or the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that results in liability of the Borrower or any Commonly Controlled Entity, (ii) any Person shall fail to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or any failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA and the present value of all accrued benefits, determined on a termination basis, exceeds the value of the assets of such Plan or (v) the Borrower or any Commonly Controlled Entity shall be reasonably likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

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(h) one or more final judgments or decrees for the payment of money shall be entered against Holdings, the Borrower or any of its Restricted Subsidiaries involving for Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, a liability (to the extent not covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $12,000,000 or more, and all such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any of the Security Documents shall cease, for any reason (other than by reason of the express release thereof pursuant to the provisions of the Loan Documents), to be in full force and effect, or any Loan Party (or any of its Affiliates that has the power, directly or indirectly, to direct or cause the direction of the management and policies of such Loan Party) shall so assert in writing, or any Lien with respect to any material portion of the Collateral created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby, except to the extent that (i) any of the foregoing results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements or (ii) such loss is covered by a title insurance policy benefitting the Administrative Agent or the Lenders and the related insurer has not asserted in writing that such loss is not covered by such title insurance policy and has not denied coverage; or

(k) any Change of Control shall occur; or

(l) (i) Holdings, the Borrower or any of its Restricted Subsidiaries shall (x) default in making the payment of any principal under the First Lien Credit Agreement on the scheduled or original due date with respect thereto beyond the period of grace, if any, provided therein or (y) default in making any payment of interest under the First Lien Credit Agreement beyond the period of grace, if any, provided thereunder; or (ii) the First Lien Lenders holding First Lien Term Loans shall have accelerated the First Lien Term Loans prior to applicable maturity dates thereof in accordance with the First Lien Credit Agreement; provided, that upon becoming an Event of Default, such Event of Default shall be deemed to have been remedied and shall no longer be continuing if, in the case of clause (i) above, any such defaults are remedied or waived by the applicable First Lien Lenders (or the First Lien Administrative Agent) or, in the case of clause (ii) above, the applicable First Lien Lenders have (or the First Lien Administrative Agent has) rescinded or waived the acceleration of such First Lien Term Loans, in any such case, prior to any acceleration of the Loans pursuant to the last paragraph of this Section 7.1;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, the Commitments hereunder shall automatically and immediately terminate and the Loans hereunder (with accrued interest

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thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable.

7.2 [Reserved].

SECTION 8. THE AGENTS

8.1 Appointment . Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent to enter into each Security Document, the Intercreditor Agreement and any other intercreditor or subordination agreements contemplated hereby (including any Pari Passu Intercreditor Agreement) on behalf of and for the benefit of the Lenders and the other Secured Parties and agrees to be bound by the terms thereof. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

8.3 Exculpatory Provisions . None of any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable to any other Credit Party for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any other Credit Party for any recitals,

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statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. None of the Agents shall be under any obligation to any other Credit Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

8.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all affected Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

8.5 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all affected Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

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and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.

8.7 Indemnification . The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Holdings or the Borrower and without limiting any obligation of Holdings or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs and expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

8.8 Agent in Its Individual Capacity . Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

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8.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to written approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has been appointed as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders, subject to written approval by the Borrower (which approval shall not be unreasonably withheld or delayed), appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 and of Section 9.5 shall continue to inure to its benefit.

8.10 Syndication Agent . The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.

SECTION 9. MISCELLANEOUS

(i) if to Holdings or the Borrower, to it at:

Continental Building Products LLC

12018 Sunrise Valley Drive

Reston, VA 20191

Attention: Chief Financial Officer

with copies (which shall not constitute notice) to:

Continental Building Products LLC

12018 Sunrise Valley Drive

Reston, VA 20191

Attention: General Counsel

and

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Joerg Esdorn

Gibson, Dunn & Crutcher LLP

200 Park Ave # 47

New York, NY 10166

Facsimile No. (212) 351-5276

E-mail: JEsdorn@gibsondunn.com

(ii) if to the Administrative Agent, to it at:

Credit Suisse AG

Eleven Madison Avenue, 23rd Floor

New York, NY 10010

Attention: Agency Manager

Facsimile: (212) 322-2291

E-mail: agency.loanops@credit-suisse.com

(iii) if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

All notices and other communications given to any party hereto, in accordance with the provisions of this Agreement, shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.1, or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.1. As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

Holdings and the Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to Holdings and the Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Section 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request or a notice pursuant to Section 2.9, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “ Communications ”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and the Borrower agree, and agree to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

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Holdings and the Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “ Borrower Materials ”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that wish to receive information and documentation that is (x) of a type that would be publicly available if Holdings and its Subsidiaries were public reporting companies or (y) does not contain MNPI (collectively, “ Public Lender Information ”)) (each, a “ Public Lender ”). Holdings and the Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any Private Lender Information (as defined below) ( provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent promptly that any such document contains Private Lender Information: (A) the Loan Documents, (B) notification of changes in the terms of the Facilities and (C) all information delivered pursuant to Section 5.1 and Section 5.2(b). “ Private Lender Information ” means any information and documentation that is not Public Lender Information.

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RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9.2 Waivers; Amendments . (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Holdings or the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement or any other Loan Document nor any provision hereof or thereunder may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.2 or the waiver of any Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute an increase of any Commitment of any Lender), (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees or premiums payable

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hereunder, without the written consent of each Lender directly and adversely affected thereby (except (x) in connection with the waiver of applicability of any post-Default increase in interest rates (which waiver shall be effective with the consent of the Majority Facility Lenders of each directly and adversely affected Facility) and (y) that any amendment or modification of defined terms used in the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the maturity date of the principal amount of any Loan, or any interest thereon, or any fees or premiums payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby (it being understood that the waiver of any Default or mandatory prepayment shall not constitute a postponement of the maturity date of the principal of any Loan), (iv) change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, or change the application of proceeds provision in either Section 6.4 of the Guarantee and Collateral Agreement or Section 4.1(b) of the Intercreditor Agreement (or the corresponding provision in any Pari Passu Intercreditor Agreement), in each case without the written consent of each Lender directly and adversely affected thereby, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or grant any consent hereunder, (vi) impose additional restrictions on the ability of any Lender to assign any of its rights and obligations hereunder without the prior written consent of such Lender, or (vii) except as otherwise expressly provided in Section 9.14 or in the Guarantee and Collateral Agreement, release all or substantially all of the Collateral or release Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement representing all or substantially all of the value of such guarantees, taken as a whole, in each case, without the written consent of each Lender directly and adversely affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder in a manner adverse to the Administrative Agent, without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, amendments, waivers and other modifications to the provisions of any Loan Document in a manner that by its terms adversely affects the rights or obligations of Lenders holding Loans or Commitments of a particular Class (but not the rights or obligations of Lenders holding Loans or Commitments of any other Class) will require only the prior written consent of Lenders holding the requisite percentage under this Section 9.2(b) of the outstanding Loans and unused Commitments of such Class (as if such Class were the only Class of Loans and Commitments then outstanding under this Agreement) and the Borrower.

(c) Notwithstanding anything to the contrary contained in this Section 9.2, the Administrative Agent and the Borrower, in their sole discretion and without the consent or approval of any other party, may amend, modify or supplement any provision of this Agreement or any other Loan Document to (i) amend, modify or supplement such provision or cure any ambiguity, omission, mistake, error, defect or inconsistency, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof ( provided that, if the Required Lenders make such objection in writing, such amendment, modification or supplement shall not become effective without the consent of the Required Lenders), and (ii) to permit additional affiliates of the Borrower to guarantee the Obligations and/or provide Collateral therefor. Such amendments shall become effective without any further action or consent of any other party to any Loan Document.

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(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Lender consent is required to effect any amendment or supplement to the Intercreditor Agreement or any Pari Passu Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, Incremental Equivalent Debt, Incremental Equivalent Debt (as defined in the First Lien Credit Agreement as in effect on the date hereof) or any Refinancing Indebtedness in respect of any of the foregoing (or a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of the Intercreditor Agreement or such Pari Passu Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the Intercreditor Agreement or such Pari Passu Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders); provided that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.

(e) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Incremental Facility Amendments in accordance with Section 2.23, Replacement Facility Amendments in accordance with Section 2.24 and Extension Amendments in accordance with Section 2.25 and joinder agreements with respect thereto in accordance with such sections and such Incremental Facility Amendments, Replacement Facility Amendments and Extension Amendments and joinder agreements may effect such amendments to the Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the existence and the terms of the Incremental Facility, Replacement Facility or Extension, as applicable, and will be effective to amend the terms of this Agreement and the other applicable Loan Documents (including to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other applicable Loan Documents with the other Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders), in each case, without any further action or consent of any other party to any Loan Document.

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fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders, as conclusively determined by the Administrative Agent in consultation with the Borrower.

(g) Notwithstanding anything to the contrary contained in this Section 9.2 or any other Loan Document, guarantees, collateral security documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement or any other Loan Documents.

9.3 Expenses; Indemnity; Damage Waiver . (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable fees, disbursements and other charges of legal counsel for the Administrative Agent and the other Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of legal counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and any documentary taxes associated with the Facilities; provided that the Borrower’s obligations under this Section 9.3(a) for fees and expenses of legal counsel shall be limited to fees and expenses of (x) one outside legal counsel for all Indemnitees described in clauses (i) and (ii) above, taken as a whole, (y) in the case of any actual conflict of interest, one outside legal counsel for each group of affected Indemnitees similarly situated, taken as a whole, and (z) if necessary, one local or foreign legal counsel in each relevant jurisdiction.

(b) The Borrower shall indemnify the Administrative Agent, each other Agent, each institution listed as an arranger or bookrunner on the cover page hereof and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, costs and related expenses (including the reasonable out-of-pocket fees, charges and disbursements of (i) one outside legal counsel to the Indemnitees taken as a whole, (ii) in the case of any actual conflict of interest, one outside legal counsel for each group of affected Indemnitees similarly situated, taken as a whole, and (iii) if necessary, one local or foreign legal counsel in each relevant jurisdiction), which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee arising out of, in connection with, or as a result of (w) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (x) any Loan or the use of the proceeds therefrom, (y) any actual or alleged

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presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability relating to the Borrower or any of its Subsidiaries, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether or not such claim, litigation, investigation or proceeding is brought by the Borrower, any of its Affiliates, its creditors or any other Person; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or its Primary Related Parties, (2) arise out of any claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrower or any of its Subsidiaries and that is brought by an Indemnitee against any other Indemnitee ( provided that in the event of such a claim, litigation, investigation or proceeding involving a claim or proceeding brought against any Agent or Arranger (in either case, in its capacity as such) by other Indemnitees, such Agent or Arranger, as the case may be (in its capacity as such), shall be entitled (subject to the other limitations and exceptions set forth above) to the benefit of the indemnities set forth above), (3) arise from any settlement entered into by any Indemnitee or any of its Related Persons in connection with the foregoing without the Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed), or (4) are in respect of indemnification payments made pursuant to Section 8.7, to the extent the Borrower would not have been or was not required to make such indemnification payments directly pursuant to the provisions of this Section 9.3(b). As used herein, the “ Primary Related Parties ” of an Indemnitee are its Affiliates with direct involvement in the negotiation and syndication of the Facilities under this Agreement and such Indemnitee’s and Affiliates’ respective Related Parties. This Section 9.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

(c) To the extent permitted by applicable law, none of Holdings, the Borrower nor any Indemnitee shall assert, and Holdings, the Borrower and each Indemnitee hereby waives, any claim against Holdings, the Borrower or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and, to the extent permitted by applicable law, Holdings and Borrower and each Indemnitee hereby waive, release and agree not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing contained in this paragraph shall limit the obligations of the Borrower under Section 9.3(b) in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees.

(d) All amounts due under this Section shall be payable not later than thirty days after written demand therefor.

9.4 Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and

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assigns permitted hereby, except that (i) except as otherwise expressly provided in Section 6.4, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

(A) the Borrower, provided that no consent of the Borrower shall be required (i) for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or a Purchasing Borrower Party or, if a Specified Default has occurred and is continuing, any other Eligible Assignee and (ii) for any assignment during the primary syndication of the Closing Date Loans to Persons identified to the Borrower prior to the Syndication Date (as defined in the Commitment Letter); and provided , further , that (x) the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall have objected thereto by written notice to the Administrative Agent not later than the tenth Business Day following the date the request for such consent is made and (y) the withholding of consent by the Borrower to any assignment to any Disqualified Lender shall be deemed reasonable (for the avoidance of doubt, it being understood and agreed that the Administrative Agent shall not have any responsibility or obligation to determine or notify the Borrower with respect to whether any Lender or potential Lender is a Disqualified Lender and the Administrative Agent shall have no liability with respect to any assignment made to a Disqualified Lender); and

(B) the Administrative Agent.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans of any Class, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if a Specified Default has occurred and is continuing;

(B) each partial assignment with respect to a Class shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations

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under this Agreement with respect to such Class, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Loans;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amount (and, as applicable, stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, if an Event of Default has occurred and is continuing, any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.8(b), 2.20(d) or 8.7, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii) or (vii) of the first proviso to Section 9.2(b) that adversely affects the Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that, subject to clause (ii) of Section 9.4(c) below, each Participant shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 (and subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.8 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.20(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of the Participant Register relating to any Participant requesting payment from the

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Borrower under the Loan Documents shall be made available to the Borrower upon reasonable request. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.17, 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the Borrower is notified of the participation sold to such Participant and the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.19 unless such Participant agrees, for the benefit of the Borrower, to comply (and actually complies) with Section 2.19(e) as though it were a Lender (it being understood that the documentation required under Section 2.19(e) shall be delivered to the participating Lender).

(iii) No participation may be sold to an Affiliated Lender. No participation may be sold to any Purchasing Borrower Party.

(e) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Loans hereunder to any Person who, after giving effect to such assignment, would be an Affiliated Lender; provided that:

(i) the assigning Lender and the Affiliated Lender purchasing such Lender’s Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(ii) at the time of such assignment and after giving effect to such assignment, the Affiliated Lenders shall not, in the aggregate, hold Loans with an aggregate principal amount in excess of 20% of the principal amount of all Loans then outstanding;

(iv) if such Affiliated Lender subsequently assigns the Loans acquired by it in accordance with this Section 9.4(e) such Affiliated Lender shall at the time of such assignment of such Loans held by it affirm the No MNPI Representation or shall

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represent that it has informed the potential assignee that it is unable to affirm the No MNPI Representation and such potential Lender has delivered to such Affiliated Lender written assurance that it is a sophisticated investor and is willing to proceed with such assignment.

To the extent not previously disclosed to the Administrative Agent, the Borrower shall, upon reasonable request of the Administrative Agent (but not more frequently than once per calendar quarter), report to the Administrative Agent the amount and Class of Loans held by Affiliated Lenders and the identity of such holders.

(f) Notwithstanding anything in Section 9.2 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document (collectively, “ Required Lender Consent Items ”), an Affiliated Lender shall be deemed to have voted its interest as a Lender in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders, unless the result of such Required Lender Consent Item would reasonably be expected to deprive such Affiliated Lender of its pro rata share (compared to Lenders which are not Affiliated Lenders) of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent or such Affiliated Lender is otherwise adversely affected thereby compared to Lenders which are not Affiliated Lenders (in which case for purposes of such vote such Affiliated Lender shall have the same voting rights as other Lenders which are not Affiliated Lenders).

Additionally, the Loan Parties and each Affiliated Lender hereby agree that, and each Affiliated Lender Assignment and Assumption by an Affiliated Lender shall provide a confirmation that, if a case under Title 11 of the United States Code is commenced against any Loan Party, such Loan Party shall seek (and each Affiliated Lender shall consent) to provide that the vote of any Affiliated Lender (in its capacity as a Lender) with respect to any plan of reorganization of such Loan Party shall not be counted except that such Affiliated Lender’s vote (in its capacity as a Lender) may be counted to the extent any such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of the Loans or claims held by Lenders that are not Affiliates of the Borrower.

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(g) Notwithstanding anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Loans to any Purchasing Borrower Party in accordance with Section 9.4(b); provided that:

(i) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Loans, as applicable, shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Assumption in lieu of an Assignment and Assumption;

(ii) such assignment shall be made pursuant to a Dutch Auction open to all Lenders of the applicable Class on a pro rata basis pursuant to the Dutch Auction Procedures set forth in Section 2.12(f) or by way of an open market purchase so long as any offer to purchase for any Loans shall be made to all Lenders on a pro rata basis;

(iii) any Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(iv) immediately after giving effect to any such purchase, no Default or Event of Default shall exist;

(v) the applicable Purchasing Borrower Party shall at the time of consummation of any purchase of Loans affirm the No MNPI Representation; and

(vi) the aggregate outstanding principal amount of the Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Loans purchased pursuant to this Section 9.4(g) and each principal repayment installment with respect to the Loans of such Class shall be reduced pro rata by the aggregate principal amount of Loans purchased.

(h) Notwithstanding anything to the contrary contained herein, no Affiliated Lender nor any Purchasing Borrower Party shall have any right to (i) attend (including by telephone) any meeting or discussions (or portion thereof) attended solely by the Administrative Agent and any Lenders or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives (and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans required to be delivered to Lenders pursuant to this Agreement).

9.5 Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is

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outstanding. The provisions of Sections 2.17, 2.18, 2.19 and 9.3 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

9.8 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time with the prior written consent of the Administrative Agent, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) (excluding payroll, tax withholding and trust accounts maintained in the ordinary course of business) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. Each Lender shall notify the Administrative Agent and the Borrower promptly after any such setoff.

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District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, any party hereto may bring an action or proceeding in other jurisdictions in respect of its rights under any Security Document governed by a law other than the laws of the State of New York or, with respect to the Collateral, in a jurisdiction where such Collateral is located.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

9.12 Confidentiality . (a) Each of the Administrative Agent, the Syndication Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ employees, legal counsel, independent auditors, professionals and other experts or agents (it being understood that

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the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested or demanded by any regulatory authority claiming jurisdiction over it or its Affiliates ( provided that such Agent or such Lender, as applicable, shall notify the Borrower as soon as practicable in the event of any such disclosure by such Person (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising routine examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation), (iii) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel ( provided that such Agent or such Lender, as applicable, shall notify the Borrower promptly thereof prior to any such disclosure by such Person (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising routine examination or regulatory authority) to the extent practicable and not prohibited by applicable law, rule or regulation), (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations ( provided , that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.12 or other provisions at least as restrictive as this Section 9.12), (vii) to the extent that such information is independently developed by it, (viii) with the prior written consent of the Borrower, (ix) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 9.12, (B) becomes available other than as a result of a breach of this Section 9.12 to the Administrative Agent, the Syndication Agent or any Lender on a nonconfidential basis from a source other than the Borrower or any of its Affiliates or (C) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent, the Syndication Agent or any Lender or any of their Affiliates or any related parties thereto in violation of any confidentiality obligations owing to Sponsor, the Permitted Investors, the Business or any of their respective affiliates, (x) on a confidential basis to (A) any rating agency in connection with rating Holdings, the Borrower or its Subsidiaries or the Facilities or (1) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities or (2) market data collectors, similar services, providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, (xi) to the extent necessary or customary for inclusion in league table measurement, and (xii) for purposes of establishing a “due diligence” defense. For the purposes of this Section, “ Information ” means all information received from Holdings, the Borrower or any of their Affiliates relating to Holdings or the Borrower or any of its Subsidiaries or businesses, other than any such information that is available other than as a result of a breach of this Section 9.12 to the Administrative Agent, either the Syndication Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified on or before the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as

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provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information which shall in no event be less than commercially reasonable care.

(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS AND WARRANTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

9.13 USA PATRIOT Act . Each Lender that is subject to the requirements of the Act hereby notifies the Borrower that pursuant to the requirements of the Act, it may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

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such Loan Party (and all security interests granted by such Guarantor under the Loan Documents) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of such security interests and such Loan Party’s Guarantee Obligations in respect of the Obligations (including its Guarantee Obligations under the Guarantee and Collateral Agreement). Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, asset or subsidiary of any Loan Party shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of.

(b) Upon the payment in full of the Obligations, all Liens created by the Loan Documents shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of Liens created by the Loan Documents (including by way of assignment), and the Guarantee Obligations created by the Loan Documents in respect of the Guarantors shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the Borrower’s expense to further document and evidence such termination and release of the Guarantors’ Guarantee Obligations in respect of the Obligations (including the Guarantee Obligations under the Guarantee and Collateral Agreement).

9.15 No Fiduciary Duty . The Administrative Agent, each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “ Lender Parties ”) may have economic interests that conflict with those of the Loan Parties, their stockholders

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and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender Parties, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender Parties have assumed any advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Parties have advised, are currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) the Lender Parties are acting solely as principals and not as the agents or fiduciaries of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that the Lender Parties have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

9.16 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.


LSF8 GYPSUM HOLDINGS COMPANY, LLC

By:		/s/ Kyle Volluz

Name:		Kyle Volluz
Title:		Vice President

CONTINENTAL BUILDING PRODUCTS LLC

By:		LSF8 Gypsum Holdings Company, LLC, as its sole Member

By:		LSF8 GenPar, LLC, as its General Partner

By:		/s/ Kyle Volluz

Name:		Kyle Volluz
Title:		Vice President


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent

By:	/s/ John D. Toronto
	Name:	John D. Toronto
	Title:	Authorized Signatory

By:	/s/ Michael Spaight
	Name:	Michael Spaight
	Title:	Authorized Signatory

ROYAL BANK OF CANADA, individually and as Syndication Agent

By:	/s/ James Disher
	Name:	James Disher
	Title:	Authorized Signatory

Exhibit 10.17

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 dated as of December 2, 2013 (this “ Amendment ”), to the SECOND LIEN CREDIT AGREEMENT dated as of August 30, 2013 (the “ Credit Agreement ”), among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (“ Holdings ”), Continental Building Products LLC, a Delaware limited liability company (the “ Borrower ”), the Subsidiary Guarantors party hereto, the several banks and other financial institutions or entities from time to time party thereto (collectively, the “ Existing Lenders ” and, individually, an “ Existing Lender ”), and Credit Suisse AG, as administrative agent and collateral agent (in such capacity, the “ Administrative Agent ”).

A. Pursuant to the Credit Agreement, the Existing Lenders have extended credit to the Borrowers.

B. The Borrowers have requested that the Existing Lenders amend certain provisions of the Credit Agreement as set forth herein, and the Existing Lenders whose signatures appear below, constituting the Required Lenders under the Credit Agreement, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

C. The Borrower has requested that the persons set forth on Schedule I hereto (the “ Additional Term Lenders ” and, together with the Existing Lenders, the “ Lenders ”) make Incremental Term Loans to the Borrower in the form of additional Loans in an aggregate principal amount of $35,000,000 (the “ Additional Term Loans ”) on the Amendment Effective Date.

D. The Additional Term Loans shall constitute additional Closing Date Loans under the Credit Agreement and, after giving effect to this Amendment, shall have the same terms as, and become part of the same Class of Loans as, the Closing Date Loans.

SECTION 2. Amendment to the Credit Agreement. Subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order therein:

“ 2013 First Lien Incremental Term Loans ”: the First Lien Term Loans incurred pursuant to the First Lien Amendment No. 1 on the First Amendment Effective Date.

“ 2013 Second Lien Incremental Term Loans ”: the Loans incurred pursuant to the First Amendment on the First Amendment Effective Date.

“ First Amendment ”: the Incremental Assumption Agreement and Amendment No. 1 dated as of December 2, 2013, among the Borrower, Holdings, the Subsidiary Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“ First Amendment Effective Date ”: December 2, 2013.

“ First Lien Amendment No. 1 ”: the Incremental Assumption Agreement and Amendment No. 1 to the First Lien Credit Agreement dated as of December 2, 2013, among the Borrower, the Canadian Borrower, Holdings, the Subsidiary Guarantors party thereto, the First Lien Administrative Agent and the lenders party thereto.

“ Special Distribution ”: a one-time cash dividend or distribution paid on the First Amendment Effective Date or shortly thereafter by the Borrower, directly or indirectly through Holdings, in an aggregate amount not to exceed $130,000,000.

(b) The first paragraph of the definition of “ Applicable Margin ” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ Applicable Margin ”: the rate per annum equal to (a) for ABR Loans, 6.75% and (b) for Eurodollar Loans, 7.75%; provided that (i) if the Borrower has achieved a public corporate credit rating of at least B2 by Moody’s and B by S&P, in each case with a stable or better outlook, and for so long as such ratings are maintained, the Applicable Margin with respect to the Loans shall be reduced by 0.25% and (ii) after the consummation of an IPO and for as long thereafter as the Capital Stock of a Permitted Holding Company remains publicly traded, upon the satisfaction of a Margin Stepdown Condition (as determined by reference to the applicable Compliance Certificate delivered pursuant to Section 5.2(b)) and for so long as such Margin Stepdown Condition shall remain satisfied, the Applicable Margin shall be reduced by 0.50% (in addition to any reduction pursuant to clause (i) hereof).

(c) The definition of “ First Lien Credit Agreement ” in Section 1.1 of the Credit Agreement is hereby amended by inserting “, as amended by the First Lien Amendment No. 1,” immediately following “and the other agents party thereto”.

(d) The definition of “ Interest Period ” in Section 1.1 of the Credit Agreement is hereby amended by inserting “or, with respect to the first Interest Period in respect of the 2013 Second Lien Incremental Term Loans, a different duration, if all Additional Term Lenders (as defined in the First Amendment) agree to make such Interest Period available)” immediately following “(or, if made available by all participating Lenders, 12 months”.

(e) The definition of “ Loans ” in Section 1.1 of the Credit Agreement is hereby amended by inserting “or pursuant to the First Amendment” at the end thereof.

(f) Subclause (2) of clause (x) of the second sentence of Section 2.23(a) of the Credit Agreement is hereby amended by inserting the words “(which, for the avoidance of doubt, shall not include the 2013 First Lien Incremental Term Loans)” immediately following “the First Lien Dollar Basket prior to such time” at the end thereof.

(g) Subclause (3) of clause (x) of the second sentence of Section 2.23(a) of the Credit Agreement is hereby amended by inserting the words “(other than the 2013 Second Lien Incremental Term Loans)” immediately following “prior to such time pursuant to this Section 2.23” at the end thereof.

(h) Section 5.14 of the Credit Agreement is hereby amended by replacing the reference to “Closing Date” therein with “First Amendment Effective Date”.

(i) Each of Section 6.2(q) and Section 6.3(o)(iii) of the Credit Agreement is hereby amended by inserting the word “Holdings,” immediately before the reference to “the Borrower” in each case therein.

(j) Section 6.4(d) of the Credit Agreement is hereby amended by replacing the reference to “Subsidiary Guarantor” in the proviso with “Loan Party”.

(k) Section 6.6(l) of the Credit Agreement is hereby amended by deleting “and” at the end thereof.

(l) Section 6.6 of the Credit Agreement is hereby amended by inserting a new clause (n) at the end thereof as follows:

“(n) the US Borrower and Holdings may declare and make the Special Distribution on or promptly following the First Amendment Effective Date.”

(m) Section 6.7(t)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(ii) the Available Builder Basket at the time of such Investment;”

(n) The first sentence of Section 6.9 of the Credit Agreement is hereby amended by inserting the word “Holdings,” immediately before each of the two references to “the Borrower” therein.

(o) The second sentence of Section 6.9 of the Credit Agreement is hereby amended by inserting the word “Holdings,” in the following places: (x) immediately following the phrase “Notwithstanding the foregoing,” at the beginning thereof, (y) immediately before the reference to “the Borrower” in clause (i) thereof and (z) immediately before the reference to “the Borrower” in clause (k) thereof.

(p) The proviso to Section 6.15 of the Credit Agreement is hereby amended by inserting “Holdings, the Borrower or” immediately before the reference to “any Restricted Subsidiary”.

SECTION 3. Loans .

(a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, (A) each Additional Term Loan shall be a “Closing Date Loan” and a “Loan”, (B) each person that holds Additional Term Loans from time to time shall be a “Lender”, in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the Borrower hereby unconditionally promises to repay the Closing Date Loans (including the Additional Term Loans) in accordance with the Credit Agreement. Amounts borrowed as Additional Term Loans and subsequently repaid may not be reborrowed.

(b) The proceeds of the Additional Term Loans will be used, together with the proceeds of new first lien term loans (the “ Incremental First Lien Term Loans ”) incurred on the date hereof pursuant to the Incremental Assumption Agreement and Amendment No. 1 to the First Lien Credit Agreement, dated as of the date hereof (the “ First Lien Amendment ”), and cash on hand, (i) to fund the Special Distribution, (ii) to prepay certain outstanding Revolving Credit Loans (as defined in the First Lien Credit Agreement) and (iii) to pay fees, costs and expenses incurred by the Borrower in connection with transactions contemplated by this Amendment.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to each of the Lenders, the Administrative Agent and each Issuing Bank that (a) this Amendment has been duly executed and delivered by the Borrower and each other Loan Party, and this Amendment constitutes a legal, valid and binding obligation of each Loan Party that is a party hereto, enforceable against each such applicable Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (b) after giving effect to this Amendment and the making of the Additional Term Loans and the application of the proceeds thereof, each of the representations and warranties made by any Loan Party contained in Article III of the Credit Agreement, as amended hereby, or in any other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect); provided that for purposes of the representations in Section 3.4 of the Credit Agreement, the words “Loan Documents” shall be deemed to include this Amendment and (c) as of the Amendment Effective Date, after giving effect to this Amendment and the making of the Additional Term Loans and the application of the proceeds thereof, no Default or Event of Default shall have occurred and be continuing.

SECTION 5. Amendment Effectiveness. The effectiveness of the amendments to the Credit Agreement contemplated hereby and the obligations of each Additional Term Lender to make any Additional Term Loans hereunder shall be subject to the satisfaction (or waiver by the Required Lenders and each Additional Term Lender), on or prior to December 2, 2013, of the following conditions (the first Business Day on which all conditions are so satisfied or waived and the Additional Term Loans are made, the “ Amendment Effective Date ”):

(a) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) the Borrower, Holdings and the Subsidiary Guarantors, (B) the Administrative Agent, (C) Royal Bank of Canada, (D) the Required Lenders and (E) each Additional Term Lender;

(b) the Administrative Agent shall have received, on behalf of itself and the Lenders, a written opinion of Gibson, Dunn & Crutcher LLP (A) dated the Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and (C) in form and substance consistent with the opinions delivered by Gibson, Dunn & Crutcher LLP on the Closing Date (other than changes reasonably satisfactory to the Administrative Agent to such opinions resulting from a change in law, change in fact or change to counsel’s form of opinion);

(c) the Administrative Agent shall have received board resolutions and other closing certificates consistent with those delivered on the Closing Date;

(d) the Administrative Agent shall have received a Borrowing Request for the Additional Term Loans in form and substance satisfactory to the Administrative Agent not later than 11:00 a.m., New York City time, two Business Days prior to the Amendment Effective Date;

(e) the First Lien Amendment shall be effective and the Borrower shall have incurred, or substantially contemporaneously with the initial funding of the Additional Term Loans on the Amendment Effective Date shall incur, $95,000,000 in aggregate principal amount of Incremental First Lien Term Loans pursuant to the First Lien Amendment;

(f) the Administrative Agent shall have received a solvency opinion from a nationally-recognized investment bank or valuation firm satisfactory to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Additional Term Loans and the application of the proceeds thereof, are Solvent;

(g) the Administrative Agent shall have received payment of (i) all fees and other amounts due and payable on or prior to the Amendment Effective Date pursuant to this Amendment or separately agreed to in writing by the Borrower and the arrangers of the Amendment or required by Section 9.3 of the Credit Agreement or by any other Loan Document, including reimbursement or payment of all reasonable out-of-pocket expenses (including the fees, disbursements and other charges of legal counsel) required to be reimbursed or paid by any Loan Party to the Administrative Agent for which invoices have been presented no later than two Business Days before the Amendment Effective Date and (ii) for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on November 25, 2013, an amendment fee (the “ Amendment Fee ”) in an aggregate amount equal to 0.25% of the aggregate principal amount of the Loans (other than, for the avoidance of doubt, the Additional Term Loans) held by such Lender immediately prior to the Amendment Effective Date. The Amendment Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable;

(h) the Lenders shall have received, no later than five Business Days prior to the Amendment Effective Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001; and

(i) the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer or a senior vice president of the Borrower, certifying that the representations and warranties set forth in Section 4 above are true and correct, and no Default or Event of Default shall exist before or after giving effect to the transactions contemplated hereby, including the application of the proceeds thereof.

The Administrative Agent shall notify the Borrower and the Lenders (including the Additional Term Lenders) of the Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 6. Tax Matters . The Borrower hereby agrees that it will not treat this Amendment as a significant modification (within the meaning of Section 1.1001-3 of the United States Treasury Regulations) of the Closing Date Loans made on the Closing Date.

SECTION 7. Amendment to the Intercreditor Agreement . Each Lender party hereto agrees that the Administrative Agent shall be permitted to amend the Intercreditor Agreement, and hereby authorizes such amendment to be made, to increase the Maximum First Lien Amount (as defined thereunder) to include the Additional Term Loans (as defined under the First Lien Amendment) incurred under the First Lien Amendment on the date hereof by adding the following at the end thereof: “, plus (e) the aggregate principal amount of all 2013 First Lien Incremental Term Loans (as defined in the First Lien Credit Agreement)”.

SECTION 8. Reaffirmation of Guarantee and Security . The Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Security Documents continue to be in full force and effect and (b) affirms and confirms its guarantee of the Obligations (after giving effect to this Amendment) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Amendment), all as provided in the Security Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (after giving effect to this Amendment) and the other Loan Documents, including the Additional Term Loans.

SECTION 9. Real Estate Collateral . The Borrower and Holdings shall, and shall cause the Subsidiaries to, deliver to the Administrative Agent as soon as practicable and in any event no later than 90 Business Day after the Amendment Effective Date (or such later date as shall be acceptable to the Administrative Agent in its sole discretion), with respect to each Mortgaged Property (a) a datedown endorsement in respect of mortgagee’s title policy in respect of such Mortgaged Property insuring that the Mortgage remains a first priority lien on the Mortgaged Property, subject only to Liens permitted by Section 6.3 of the Credit Agreement, and otherwise in form and substance reasonably satisfactory to the Administrative Agent and (b) all other deliverables relating thereto that comply with the requirements set forth in Section 5.9(b)(iv) of the Credit Agreement. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrower, including any recording charges, taxes, or other associated costs related thereto.

SECTION 10. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,

covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Amendment Effective Date, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof”, “hereby” and words of similar import in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” and an “Incremental Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. The changes to the definition of “Applicable Margin” effective pursuant to this Amendment shall apply and be effective on and after the Amendment Effective Date. The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement shall apply and be effective for the period ending on, but not including, the Amendment Effective Date.

SECTION 11. Acknowledgement and Consent. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated thereby.

SECTION 13. Governing Law; Jurisdiction; Etc. The provisions of Sections 9.9 and 9.10 of the Credit Agreement shall apply to this Amendment, mutatis mutandis .

SECTION 14. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of this page intentionally left blank]

SCHEDULE I

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.


CONTINENTAL BUILDING PRODUCTS LLC

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel

LSF8 GYPSUM HOLDINGS COMPANY, LLC

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel

CONTINENTAL BUILDING PRODUCTS CANADA INC.

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel


CONTINENTAL PALATKA, LLC

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel

CONTINENTAL BUCHANAN, LLC

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel

CONTINENTAL SILVER GROCE, LLC

	By:	/s/ Timothy A. Power
		Name:	Timothy A. Power
		Title:	Senior Vice President and General Counsel


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Lender,

	By	/s/ John D. Toronto
		Name:	John D. Toronto
		Title:	Authorized Signatory

	By	/s/ Whitney Gaston
		Name:	Whitney Gaston
		Title:	Authorized Signatory

ROYAL BANK OF CANADA

	By	/s/ Ian C. Blaker
		Name:	Ian C. Blaker
		Title:	Authorized Signatory

Exhibit 10.18

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”) is entered into as of by and between Continental Building Products, Inc., a Delaware corporation (the “ Company ”), and (the “ Indemnitee ”).

RECITALS

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

WHEREAS, the Company has adopted provisions in its Certificate of Incorporation and Bylaws providing for indemnification and advancement of expenses of its directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “ DGCL ”), and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification and advancement of expenses;

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and officers of the Company and in any other capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive the maximum protection against such risks and liabilities as may be afforded by applicable law, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and

WHEREAS, the Company desires to have the Indemnitee serve as a director or officer of the Company and in any other capacity with respect to the Company as the Company may request, as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to the Company; and the Indemnitee desires to so serve the Company, provided , and on the express condition, that he or she is furnished with the protections set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the Indemnitee’s service as a director or officer of the Company, the parties hereto agree as follows:

1. Definitions . For purposes of this Agreement:

(a) A “ Change in Control ” will be deemed to have occurred if the individuals who, as of the date of the initial public offering of the Company’s common stock, par value $0.001 per share, constitute the Board of Directors of the Company (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , that any individual becoming a director subsequent to such effective date whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.

(b) “ Disinterested Director ” means a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.

(c) “ Expenses ” includes, without limitation, expenses incurred in connection with the defense or settlement of any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13, and 16 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes, or penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.

(d) “ Independent Counsel ” means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a request for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.

(e) “ Proceeding ” means any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be made a party or is otherwise involved in by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of

the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity, whether or not the Indemnitee is serving in such capacity at the time any expense, liability, or loss is incurred for which indemnification or advancement can be provided under this Agreement.

2. Service by the Indemnitee . The Indemnitee shall serve as a director or officer of the Company faithfully and to the best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor is elected and qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation in writing.

3. Indemnification and Advancement of Expenses . The Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, all on the terms and conditions set forth in this Agreement. Without diminishing the scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or advancement of Expenses shall be paid to the Indemnitee:

(a) to the extent expressly prohibited by applicable law or the Certificate of Incorporation or Bylaws of the Company;

(b) for and to the extent that payment is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the certificate of incorporation or bylaws, or agreement of the Company or any other company or other enterprise (and the Indemnitee shall reimburse the Company for any amounts paid by the Company and subsequently so recovered by the Indemnitee);

(c) in connection with an action, suit, or proceeding, or part thereof initiated by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted by the Indemnitee or the Company in an action, suit, or proceeding initiated by the Indemnitee), except a judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, unless the action, suit, or proceeding, or part thereof, was authorized or ratified by the Board of Directors of the Company; or

(d) with respect to any Proceeding brought by or in the right of the Company against the Indemnitee that is authorized by the Board of Directors of the Company, except as provided in Sections 5, 6, and 7 below.

4. Action or Proceedings Other than an Action by or in the Right of the Company . Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the

right of the Company) by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5. Indemnity in Proceedings by or in the Right of the Company . Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided , however , that no such indemnification shall be made in respect of any claim, issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is entitled to indemnification for such expense, liability, and loss as such court shall deem proper.

6. Indemnification for Costs, Charges, and Expenses of Successful Party . Notwithstanding any limitations of Sections 3(c), 3(d), 4 and 5 above, to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

7. Partial Indemnification . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

8. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the fullest extent authorized by the DGCL, the Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related to the Indemnitee’s service as a director or officer of the Company, in any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed proceeding, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee neither is, nor is threatened to be made, a party.

9. Determination of Entitlement to Indemnification . To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification pursuant to Sections 4, 5, 6, 7 or 8, the entitlement of the Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

10. Presumptions and Effect of Certain Proceedings . The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.

11. Remedies of the Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses; Right to Bring Suit . In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment is not timely made following a determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement of Expenses is not timely made pursuant to Section 16, the Indemnitee may at any time thereafter bring suit against the Company in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee at the Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator in the State of Delaware pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. In any suit or arbitration brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit or arbitration brought by the Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the Indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL, including the standard described in Section 4 or 5, as applicable. Further, in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that the Indemnitee has not met the standard of conduct described above. Neither the failure of the Company (including the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a determination prior to the commencement of such suit or arbitration that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct described above, nor an actual determination by the Company (including the Disinterested Directors, a committee of

Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee has not met the standard of conduct described above shall create a presumption that the Indemnitee has not met the standard of conduct described above, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Corporation to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise shall be on the Company. If a determination is made or deemed to have been made pursuant to the terms of Section 9 or 10 that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding, and enforceable. The Company further agrees to stipulate in any court or before any arbitrator pursuant to this Section 11 that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.

12. Non-Exclusivity of Rights . The rights to indemnification and to the advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other right that the Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders or Disinterested Directors, provisions of a charter or bylaws (including the Certificate of Incorporation or Bylaws of the Company), or otherwise.

13. Expenses to Enforce Agreement . In the event that the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part in such action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

14. Continuation of Indemnity . All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee is serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, and shall continue thereafter with respect to any possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or

other enterprise, including service with respect to an employee benefit plan. This Agreement shall be binding upon all successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators.

15. Notification and Defense of Proceeding . Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:

(a) The Company shall be entitled to participate therein at its own expense;

(b) Except as otherwise provided in this Section 15(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and

(c) Notwithstanding any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for any judicial or arbitral award if the Company was not given an opportunity, in accordance with this Section 15, to participate in the defense of such Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.

16. Advancement of Expenses . All Expenses incurred by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to

the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder.

17. Severability; Prior Indemnification Agreements . If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest enforceable extent. This Agreement shall supersede and replace any prior indemnification agreements entered into by and between the Company and the Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.

18. Headings; References; Pronouns . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or plural as appropriate.

19. Other Provisions .

(a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware.

(b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

(c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an

officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company.

(d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

(e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Company and the Indemnitee have caused this Agreement to be executed as of the date first written above.


Continental Building Products, Inc.

By:
Name:
Title:


Indemnitee

S IGNATURE P AGE TO I NDEMNIFICATION A GREEMENT

Exhibit 10.19

Certain confidential information has been omitted from this Exhibit 10.19 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.19 where the omitted information appeared in the original.

FIRST AMENDMENT

SYNTHETIC GYPSUM SUPPLY AGREEMENT

This First Amendment To Synthetic Gypsum Supply Agreement (“Amendment”) is made between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”); and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”), and effective as of February 16, 2009 (“Amendment Effective Date”).

WHEREAS, SynMat and Lafarge are parties to that certain Synthetic Gypsum Supply Agreement, dated December 11, 2007 (“Supply Agreement”), related to the supply and purchase of synthetic gypsum materials; and

WHEREAS, SynMat and Lafarge wish to amend, in part, the terms and conditions of the Supply Agreement.

NOW, THEREFORE, the parties hereto agree to amend the Supply Agreement as follows:

In the first sentence of Section 1(B), the words “December 1st” shall be deleted and replaced with “July 1st”.

In the fifth sentence of Section 4(B), the words “July 1” shall be deleted and replaced with “January 1”.

In the first sentence of Section 5(A), the words “July 1, 2010” shall be deleted and replaced with “January 1, 2010”.

Section 5(B) shall be deleted in its entirety and replaced with the following paragraph: “B. The Term of this Agreement shall begin on the Effective date and end at the conclusion of the Supply Term, or any Renewal Supply Term(s) (“Term”). Lafarge shall purchase any Gypsum produced by SynMat’s facilities prior to January 1, 2010, at the price effective January 1, 2010. If Lafarge purchases Gypsum prior to January 1, 2010, the tonnage amount will not be included in the tonnage requirements of the first contract year of the Supply Term.”

Section 6(A) shall be deleted in its entirety and replaced with the following paragraph: “A. Lafarge shall pay SynMat a Base Price of * * *, subject to an annual adjustment on January 1st of each year starting January 1, 2011, for Gypsum loaded into barges at the loading dock at the Morgantown power station. The annual adjustment will be calculated within ten days following publication

* * *. The adjustment calculation shall be * * *. In no event shall the price increase or decrease more than * * * compared to the prior year. During the Term of this Agreement the Adjusted Price shall never be less than the initial Base Price.”

Section 15 shall be amended by adding the following new sentence after the end of the first sentence: “January shipments will be invoiced only after the new price is determined under Section 6(A).”

Except as modified under this Amendment, the terms and conditions of the Supply Agreement shall remain valid with full force and effect.

IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the Amendment Effective Date.


SYNTHETIC MATERIALS, LLC

By:		/s/ Sean P. Colgan

Name:		Sean P. Colgan

Title:		Chairman

LAFARGE NORTH AMERICA INC.

By:		/s/ Ike Preston

Name:		Ike Preston

Title:		President LNA Gypsum

Exhibit 10.20

ASSIGNMENT AND ASSUMPTION AGREEMENT

FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledges, SYNTHETIC MATERIALS, LLC, a Florida limited liability company (“ Assignor ”), hereby sells, transfers, assigns, bargains, grants, conveys, delivers and sets over unto MIRANT MID-ATLANTIC, LLC, a Delaware limited liability company (“ Assignee ”), all of Assignor’s right title and interest to and under that certain Synthetic Gypsum Supply Agreement by and between Assignor and Lafarge North America Inc. (“ Lafarge ”), a Maryland corporation (the “ Assigned Contract ”).

Assignee does hereby accept this assignment under this Assignment and Assumption Agreement and Assignee does hereby assume and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Assigned Contract occurring from and after the date hereof, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original party thereunder.

This Assignment and Assumption Agreement shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns.

Assignor hereby agrees to perform, execute and deliver or cause to be performed, executed and delivered any and all such further acts, documents and assurances as Assignee may reasonably require to perfect Assignee’s interest in the Assigned Contract.

This Assignment and Assumption Agreement may be executed in counterparts, and as so executed shall constitute one and the same agreement.

This Assignment and Assumption Agreement shall be governed under the laws of the State of Maryland.

The assignment contemplated under this Assignment and Assumption Agreement shall be considered a novation of the Assignment Contract.

IN WITNESS WHEREOF, the each party has caused its duly authorized representative to execute the Assignment and Assumption Agreement as of the 10th day of May, 2010.


ASSIGNOR:

SYNTHETIC MATERIALS, LLC

By:		/s/ John Glasscock

Name:		John Glasscock

Title:		President

ASSIGNEE:

MIRANT MID ATLANTIC, LLC

By:		/s/ Robert Patrick

Name:		Robert Patrick

Title:		Program Director, AQCS

For purposes of acknowledging the existence of the Assignment and Assumption Agreement, Lafarge has caused its duly authorized representative to execute the Assignment and Assumption Agreement as of the Effective Date:


LAFARGE NORTH AMERICA INC.

By:		/s/ John Dickman

Name:		John Dickman

Title:		Director - Purchasing

Exhibit 10.21

Certain confidential information has been omitted from this Exhibit 10.21 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.21 where the omitted information appeared in the original.

[DUKE ENERGY LETTERHEAD]

January 4, 2010

Mr. John Dickman

Director of Purchasing

Lafarge North American Inc.

12950 Worldgate Drive, Suite 400

Herndon, VA 20170

Subject: Letter of Understanding - Between Duke Energy (Miami Fort Station) and Lafarge

Dear Mr. Dickman,

In reference to the Amended and Restated Gypsum Contract dated June 8, 2005 between The Cincinnati Gas & Electric Company, an Ohio corporation and operating owner of the Miami Fort Generating Station (“Miami Fort Station”) located in North Bend, Ohio (CG&E), and Lafarge North America, Inc., a Maryland corporation (“Lafarge”), this Letter of Understanding revises the “test method” for the testing of * * * of the contract.

Below is the new agreed upon test method for testing * * * effective per this Letter of Understanding:

* * *.

We appreciate the cooperation between the Silver Grove and Miami Fort personnel to investigate and resolve this test method issue.

Sincerely,

/s/ Tony R. Mathis

Tony R. Mathis, P.E.

Director - Byproducts Management

Duke Energy Corporation

cc:	Mr. Ken Britt (Lafarge)

Mr. Scott Walton (Lafarge)

Mr. Ben G. Ruggiero (Duke Energy)

Mr. Steven Chipman (Duke Energy)

Mr. Richard T. Wilburn (Duke Energy)

Exhibit 10.22

Certain confidential information has been omitted from this Exhibit 10.22 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.22 where the omitted information appeared in the original.

DECEMBER 2009 AMENDMENT TO GYPSUM CONTRACT

This December 2009 Amendment to the Gypsum Contract dated December 29, 1998 (“December 2009 Amendment”) is entered into as of the 22nd day of December, 2009, by and between Duke Energy Ohio, Inc. (“DEO”), formerly known as The Cincinnati Gas and Electric Company, The Dayton Power & Light Company (“DP&L”) and Columbus Southern Power Company (“CSP”), each an Ohio corporation and owners (collectively “Owners”) of the Wm H. Zimmer Generating Station located in Moscow, Ohio (“Zimmer”) and by Lafarge North America Inc., a Maryland corporation, (“Lafarge”). The Owners and Lafarge may he referred collectively as the Parties or individually, as a Party.

WHEREAS, the Parties entered into a Gypsum contract, dated December 29, 1998 (the “Agreement”); and

WHEREAS, the Parties desire to amend certain terms and conditions of the Agreement;

NOW THEREFORE, for and in consideration of the premises contained herein and other good and valuable consideration, the Parties hereby agree as follows:

Unless otherwise defined, all capitalized terms used in this December 2009 Amendment shall have the meanings set forth in the Agreement.

Section 3A of the Agreement is hereby deleted in its entirety and replaced with the following:

Complying Gypsum shall meet each of the specifications set forth in Amended Exhibit A. Gypsum shall be sampled and its compliance with the specifications in Amended Exhibit A shall be determined in accordance with the protocols set forth in Amended Exhibit A, except to the extent such protocols are modified by the subparagraphs below. All such sampling and testing shall occur prior to loading the gypsum on Lafarge’s barges or prior to storage of gypsum at the Owners’ site. Sampling shall be at the Owners’ expense.

(i)

All tests results that are required by this December 2009 Amendment or the Agreement, whether for Complying or Non-Complying Gypsum, shall be provided to Lafarge in the format agreed upon by the Parties and to the individuals designated by the Parties at the frequency provided for in Amended Exhibit A and/or in the subparagraphs below.

(ii)

If, pursuant to Amended Exhibit A, any specification other than * * * requires that testing be done either * * * or more frequently

than * * * and such testing indicates that the Gypsum is Non-Complying, all Gypsum produced after receipt of the first non-complying test result by Owners will be deemed Non-Complying until new testing, done at such a time as Owner chooses, indicates that the Gypsum is Complying.

(iii)

If testing for * * *, done at the frequency specified in Amended Exhibit A, indicates that the Gypsum exceeds the specification for * * *, all Gypsum produced after the receipt of such test result by Owners shall be deemed Non-Complying Gypsum until four (4) additional and consecutive tests, at least five (5) minutes apart, indicate that gypsum produced after the first of those four tests is Complying Gypsum. Thereafter, testing for * * * will return to the frequency set forth in Amended Exhibit A.

(iv)

If, pursuant to Amended Exhibit A, any specification requires that testing be done less frequently than * * * and such testing indicates that the gypsum is Non-Complying Gypsum, all gypsum produced after receipt of such test results by Owners will be deemed Non-Complying Gypsum until additional testing, done at a time of Owners’ choosing, indicates that the gypsum is Complying Gypsum. For purposes of this subparagraph only, all material produced fourteen (14) days prior to receipt of the test indicating the gypsum is Non-Complying Gypsum will also be deemed Non-Complying Gypsum. At their discretion, Owners may re-test such gypsum for the specific parameter in question, using one of each day’s four retained Zimmer controlled split samples that were taken in each of the fourteen days. The test results of a particular day’s sample will determine whether the related day’s material is Complying Gypsum. Any Non-Complying Gypsum will be deducted from the current or next subsequent invoice.

The following paragraphs are added to Section 3 entitled “Complying Gypsum.”

If within fourteen (14) days after Lafarge has taken title to gypsum that it believed was Complying Gypsum and, in using such gypsum, Lafarge experiences significant operational problems that materially affect its production and such operational problems are reasonably and verifiably related to gypsum produced by Owners, then Lafarge may, at its expense, retest such gypsum for those specifications that are subject to daily or more frequent-than-daily testing, except pH testing. If such test results indicate that at least * * * of such gypsum are Non-Complying Gypsum, Lafarge shall notify Owners and supply such test results.

(i)

Within ten (10) days of the receipt of notice under this Paragraph, Owners shall, at their expense, retest the daily retained Zimmer controlled split samples for each day in which any of the * * * of allegedly Non-Complying Gypsum was produced, for the specific parameter in question.

(ii)

If the Owners’ re-tests indicate that gypsum produced on a particular day was Non-Complying Gypsum, the percent of Gypsum produced that day(s) will be multiplied by the total gypsum produced during the period in question to determine what amount is Non-Complying Gypsum. That amount of Non-Complying Gypsum will be deducted from current or subsequent invoices in accordance with the terms of this Agreement.

(iii)

If testing by Lafarge and Owners is inconsistent, either Party may conduct further testing through a mutually agreed upon third party laboratory. The results of such third party laboratory shall be deemed conclusive and the Party whose results are inconsistent with the third party laboratory testing shall pay for the third party testing.

As set forth in Amended Exhibit A, Lafarge shall accept gypsum as Complying Gypsum where such gypsum has a * * * of no more than or equal to * * *. Lafarge may accept gypsum as Complying Gypsum that has a * * * exceeding * * *. If the monthly average * * * is greater than * * *, Owners will discount the then current Gypsum price by * * * for the tons supplied in the calendar month during which the monthly average of the * * * exceeds * * *, except that if Lafarge accepts gypsum with an * * * of greater than * * *, such gypsum shall not be used in calculating the monthly average. Such discount will be shown on the monthly invoice. The monthly average shall be calculated by adding together the * * * on each day during the calendar month in which Lafarge took title to gypsum, not including any day in the calendar month on which Lafarge accepted delivery of gypsum with an * * * greater than * * *, and dividing it by the number of days in that month on which Lafarge took such delivery of Gypsum, not including days in the calendar month on Lafarge accepted deliver of gypsum with an * * * greater than * * *.

As set forth in Amended Exhibit A, Lafarge shall accept gypsum as Complying for which * * * are * * * or less. Lafarge may accept gypsum as Complying Gypsum for which * * * exceeds * * * but such gypsum shall not be included in the calculation of the monthly average * * * test set forth in Amended Exhibit A.

Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

Lafarge may, at its discretion, accept any gypsum that, based on Owner’s specification testing in compliance with Amended Exhibit A, is Non-Complying Gypsum. If Lafarge accepts Non-Complying Gypsum, such

gypsum will be deemed Complying Gypsum under all provisions of the Agreement and is not subject to retesting or reclassification as Non-Complying Gypsum under either this December 2009 Amendment or any other section of the Agreement.

In the event a Lafarge barge is partially loaded with Non-Complying Gypsum and later testing reveals that such gypsum is Non-Complying Gypsum, the entire barge will be treated as Non-Complying Gypsum, except as set forth in subparagraph (i) below.

(i)

If Lafarge has accepted the Non-Complying Gypsum pursuant to Subparagaph 4(A), the entire barge will be designated as Complying Gypsum.

(ii)

If Lafarge rejects the Non-Complying Gypsum, Lafarge will not be deemed to have taken title to such gypsum and all costs related to the transportation and handling of such gypsum will be at Owners’ expense. However, Lafarge will unload such barge at its facility and segregate the Non-Complying Gypsum. Owners shall remove such gypsum within four (4) weeks of the unloading and segregation, provided that Lafarge provides notice of the same. If Owners fail to remove such gypsum within four (4) weeks of notice, Lafarge may dispose of the gypsum in a commercially reasonable and environmentally responsible manner at Owner’s cost. For purposes of this subsection, Lafarge will provide Owners with documentation of its costs of barge freight, barge unloading and disposal costs in handling the gypsum. Lafarge will charge * * * for segregation and truck loading costs. Any and all such costs, if not unreasonable, shall be clearly deducted from the next invoice by Owners.

Section 7C is amended by adding the following sentence to the end of that Paragraph:

“Effective June 1, 2009, * * * will be added to the then effective contract price per ton of Complying Gypsum.”

Exhibit A is hereby deleted in its entirety and replaced with the following:

Exhibit A, as Amended

* * *

Except as provided herein and in any previously executed amendments to the Gypsum Contract, the Agreement shall remain unchanged and any additional amendments must be in writing and executed by the parties.

The December 2009 Amendment to the Gypsum Contract may be executed in one or more counterparts, each of which shall be considered an original and all of which shall constitute but one and the same instrument.

Duke Energy Ohio, Inc.


Signature:		/s/ Charles R. Whitlock

Name: Charles R. Whitlock

“for and on behalf of Duke Energy Ohio, Inc. as partial owner and operator (and as operator. for and on behalf of the other owners)”

Title: Senior Vice President - Midwest Non-Regulated Generation Operations



Date:		2-4-10

Lafarge North America, Inc.

Signature:		/s/ Ike Preston

Name:		Ike Preston

Title:		President

Date:		3/5/10

Exhibit 10.23

Certain confidential information has been omitted from this Exhibit 10.23 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.23 where the omitted information appeared in the original.

December 3, 2010

Tony Mathis

Duke Energy Generation Services

526 South Church St.

Charlotte, NC 28202

Process for Managing Surplus Gypsum by Lafarge and Duke

Dear Tony:

As discussed, under the separate gypsum supply agreements between Lafarge North America and Duke Energy, Lafarge’s Silver Grove plant may refuse delivery of complying synthetic gypsum from either the Miami Fort or Zimmer power stations of Duke Energy. This letter is to clarify a process for such refusal, under these agreements, to enable the parties to manage the surplus gypsum and validate the refused tonnage. The term of this letter agreement will be from the below signed date through 12/31/11, with the option to extend for an additional year(s), as mutually agreed by each party.

During the stated term, this letter agreement provides for a change in the amount of liquidated damages that Lafarge would owe to Duke for not taking gypsum from Zimmer. Without such a change, Lafarge would refuse gypsum from Miami Fort since the liquidated damages are one times the base price while the liquidated damages from Zimmer are two times the base price. Also, the barge freight from Miami Fort to Silver Grove is * * * more than the barge freight from Zimmer to Silver Grove. However, for certain tonnages, Duke would prefer to have Lafarge refuse gypsum from Zimmer. Therefore, Duke agrees to amend any Zimmer liquidated damages to be one times the base price less * * *. As a result, Zimmer will be the plant targeted for the initial gypsum refusal, but Lafarge and Duke will mutually agree to an on-going schedule from which power plant (Zimmer or Miami Fort) refusals of gypsum would be designated. Without such schedule agreement, Lafarge may refuse gypsum from Miami Fort at its option.

To further accommodate this working relationship the parties agree to the following:

•

The liquidated damages under the Zimmer agreement will be amended as set forth above.

•

Both the Zimmer and Miami Fort power stations will report the daily production of complying gypsum and non-complying gypsum in an agreed format.

•

Both the Zimmer and Miami Fort power stations will report on the quality testing of gypsum in an agreed format. Duke will keep non complying gypsum clearly separate from complying gypsum.

•

Representatives from Miami Fort, Zimmer, and Silver Grove are to conduct a weekly conference call and email exchange to review projected production, actual complying and non-complying production, stockpile quantities, projected and actual loaded barges, and projected and actual refused tonnage.

•

By contract, Miami Fort and Zimmer each have a specified on-site stockpile of complying gypsum available (Lafarge stockpiles). As those stockpiles approach an unmanageable capacity as determined by Duke, Duke may, after notifying Lafarge, load trucks with complying gypsum that will be designated as refused gypsum.

•

Trucks loaded with refused gypsum will be weighed at the on-site certified scales. These weigh tickets will be the official documents of refused tonnage and be available for inspection. A log of such tickets and the respective tonnage will be shared between the parties in an agreed format.

•

Once gypsum has been designated as refused gypsum, Duke will ensure that it is never included in delivery or cost to Lafarge, but once designated as refused Duke has the right to dispose, store or sell the gypsum without any further obligations to Lafarge.

•

Duke may choose to establish additional temporary stockpiles for refused gypsum at its power stations (Duke stockpiles). Such stockpiles will be clearly separate from the Lafarge stockpiles, and the Lafarge stockpiles will be available for inspection. Duke will ensure that gypsum from the Duke stockpiles are never included in delivery or cost to Lafarge.

If you are in agreement with this letter, please so indicate by signing below and returning a copy to my address.


Agreed:

/s/ John Dickman						/s/ Tony R. Mathis

John Dickman						Tony R. Mathis
Director of Purchasing - Gypsum						Director of Byproducts, Fuels & Materials Handling
Lafarge North America Inc						Duke Energy Ohio

Exhibit 10.24

Certain confidential information has been omitted from this Exhibit 10.24 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.24 where the omitted information appeared in the original.

Amendment No. 1 to Supply Agreement

This Amendment No. 1 (this “Amendment”) to the Supply Agreement dated as of December 11, 2007 (the “Supply Agreement”) between Synthetic Materials, LLC, a Florida limited liability company (“SynMat”) and Lafarge North America Inc., a Maryland company (“Lafarge”) is dated as of this 22nd day of December, 2008.

WHEREAS , SynMat and Lafarge are parties to the Supply Agreement and wish to amend the Supply Agreement in order to modify the volume and price terms thereof, as further specified in this Amendment;

WHEREAS , capitalized terms are used in this Amendment as defined in the Supply Agreement;

NOW THEREFORE , the parties agree as follows:

Amendment to Section 1A . The first sentence of Section 1A is deleted, and the following sentence is inserted in its place:

“For each of calendar year * * * and * * *, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount of a minimum of * * * and a maximum of * * * Gypsum, for * * * a minimum of * * * and a maximum of * * *, for * * * a minimum of * * * and a maximum of the total production of Trimble County which is expected to be * * * Gypsum, and for each of the calendar years * * *, SynMat will sell and deliver to Lafarge, and Lafarge will purchase from SynMat, Gypsum from SynMat’s Facilities in the amount or a minimum * * * to a maximum of the total production of Trimble County which is expected to be * * * Gypsum, which complies with the requirements set forth in Exhibit A.”

Amendment to Section 6A . The first two sentences of Section 6A are deleted, and the following sentences are inserted in their place:

“For * * * and * * * the price shall be * * * FOB truck at SynMat’s Facilities. Beginning * * *, Lafarge shall pay SynMat a Base Price of * * *, subject to an annual adjustment on January 1 of each year starting * * *, for Gypsum loaded into Lafarge supplied barges from SynMat’s Facilities at the Trimble County Power Station during the Term of this Agreement.”

No other Amendments . Except as expressly modified by this Amendment, the Supply Agreement is confirmed and ratified in all other respects.

Counterparts . This Amendment may be signed by any number of counterparts, each of which shall be deemed an original and the signatures delivered by telecopy, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and delivered in person. Signatures delivered by facsimile shall be binding for all purposes hereof.

IN WITNESS WHEREOF, SynMat and Lafarge have caused this Amendment No. I to Supply Agreement to be duly executed by their duly authorized officers as of the date specified above.


SYNTHETIC MATERIALS, LLC

By:		/s/ Sean P. Colgan

Name:		Sean P. Colgan

Title:		Chairman

LAFARGE NORTH AMERICA INC.

By:		/s/ Ike Preston

Name:		Ike Preston

Title:		President LNA Gypsum

Exhibit 10.25

Certain confidential information has been omitted from this Exhibit 10.25 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.25 where the omitted information appeared in the original.

AMENDMENT ONE

GYPSUM CONTRACT

This Amendment One to Gypsum Contract (this “Amendment”) is made and entered into to be effective December 11, 2008, by and between Seminole Electric Cooperative, Inc., an electric generation and transmission cooperative corporation organized under the laws of the State of Florida (together with its successors and assigns, “Seminole”) which is the operator of the Seminole electric generating plant located at 890 North Highway 17, Palatka, Florida 32178 (the “Seminole Plant”) and Lafarge North America Inc., previously known as Lafarge Corporation, a Maryland corporation (together with its successors and assigns, “Lafarge”) . In this Amendment, Seminole and Lafarge are sometimes collectively referred to as “Parties” and individually as a “Party”.

RECITALS:

WHEREAS, Lafarge changed its name from “Lafarge Corporation” to “Lafarge North America Inc.”, effective September 1, 2001, and has filed Articles of Amendment with the state of Maryland to reflect said name change; and

WHEREAS, Seminole and Lafarge entered into that certain Gypsum Contract, dated as of August 9, 1999, and all capitalized terms used herein are as defined in the Gypsum Contract, unless otherwise stated; and

WHEREAS, Seminole plans to redesign and modify the effluent processing facility (“Effluent Facility”) at the Seminole Plant; and

WHEREAS, because of the modifications to the Effluent Facility, the Parties desire to agree to certain changes and modifications to the Gypsum Contract to be effective in the future.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Seminole is currently proceeding with the permitting and construction of the redesign and modifications to the Effluent Facility. It is anticipated that these changes will be completed on or before January 1, 2009, Seminole shall provide written notice to Lafarge stating the date that the modified Effluent Facility will go into operation (“Facility Operation Date”). As of the Facility Operation Date, the following changes and modifications to the Gypsum Contract shall become effective:

Section 5. Complying Gypsum; Moisture Content; Invoice Adjustments.

(a)

Complying Gypsum, shall be clarified as follows:

The Parties acknowledge and agree that the test method protocol set forth in Revised Exhibit A for * * * is based upon the use of a hand held meter to measure * * * and determine exposure limits within the worker environment. The Parties will jointly continue to work together to refine such testing protocols and procedures for measurement of * * * and calculation of worker exposure limits. In the event that after Material has been delivered (“Delivered Material”), it is determined by Lafarge to exceed the * * *, the Parties agree to react as soon as reasonably practicable, and Seminole will perform such additional, testing on the Delivered Material, as well as pre-delivered Material, as may be appropriate. If such additional testing determines that the Delivered Material exceeds the * * *, the Parties will negotiate in good faith to reach an equitable agreement as to the disposition of any such Delivered Material. If no such agreement can be reached, Lafarge’s sole remedy shall be to reject such Delivered Material as Non-Complying Gypsum and receive a credit for any amount paid to Seminole for such Delivered Material. If such additional testing on the pre-delivered Material determines that the Material exceeds the * * *, Seminole will suspend further delivery of Material until the testing protocol demonstrates compliance with the * * *.

The second paragraph of (b) Moisture Adjustment shall be deleted and replaced with the following:

If the annual weighted average moisture content of Complying Gypsum sold and delivered to Lafarge in any Contract Year during the Initial Term or any Renewal Term(s), as the case may be, is less than * * * but is not less than * * *, rounded to the nearest one-tenth of a percentage point, the applicable price per Ton, as provided in and adjusted pursuant to Section 9 hereof, shall be increased by an amount (“Premium Amount”), to be charged as set forth in subsection (c) hereof, as follows:


Moisture Content		Premium Amount

* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *
* * *		* * *

Section 7. Delivery and Related Matters.

Section (a) Delivery of Complying Gypsum shall be deleted and replaced with the following:

(a) Delivery of Complying Gypsum . Seminole shall deliver Complying Gypsum to Lafarge by causing it to be loaded onto the Lafarge Conveyor, to be constructed and maintained for that purpose by Lafarge at its sole cost (“Point of Delivery”). The Point of Delivery on the Lafarge Conveyor shall change from the point that has been utilized since the Commencement Date to the point on the Lafarge Conveyor at the inlet to the transfer hopper at the turn between the existing conveyor belts 4 and 5. As of the Facility Operation Date, the Amendment One to Conveyor Easement and Limited Access Easement, in the form attached hereto as Exhibit B shall be executed by the Parties and recorded in the Public Records of Putnam County, Florida. The Conveyor Easement and Limited Access Easement, as amended, is for the purpose of allowing Lafarge to continue to construct, operate, maintain and repair the Lafarge Conveyor, with all such construction, operation, maintenance and repair work to be performed at Lafarge’s sole expense. The Lafarge Conveyor shall at all times be owned by Lafarge. In the event that the Lafarge Conveyor becomes inoperable, Seminole shall during the period of such inoperability deliver Complying Gypsum to a site (to be agreed upon by the Parties at the time) near the Seminole Plant’s new effluent processing facility designed to serve Seminole Units 1, 2 and 3, which site will during such period of inoperability be deemed the alternative Point of Delivery. It shall be the responsibility of Lafarge, at its sole expense, to remove or relocate the Complying Gypsum from such alternative Point of Delivery within two (2) calendar days (or, if storage space at the alternative Point of Delivery is then available in Seminole’s reasonable discretion, such longer period as Seminole shall agree to in writing, such agreement not to be unreasonably withheld, delayed or conditioned) from the date of delivery thereto_ In the event Lafarge fails to remove or relocate the Complying Gypsum delivered to such alternative Point of Delivery within such two day period (or such longer period as Seminole may agree to as provided above), then Seminole shall have the right to relocate such Complying Gypsum to a location to be agreed on by the Parties at the time. Lafarge shall pay all such reasonable costs as are incurred by Seminole in connection with such relocation within thirty (30) days after receipt of Seminole’s invoice therefor.

Section (b) Weighing of Complying Gypsum shall be deleted and replaced with the following:

(b) Weighing of Complying Gypsum . Seminole shall utilize a certified and calibrated belt scale to weigh all Complying Gypsum immediately prior to the loading of such Complying Gypsum onto the Lafarge Conveyor or the delivery of Complying Gypsum to the alternative Point of Delivery described in subsection (a) hereof, as the case may be, Seminole shall, at its sole expense, operate and maintain such belt scale in commercially good working order and repair. At least once every six months, Seminole shall at its own expense cause such belt scale to be certified by an independent third party and at least once per month Seminole shall at its own expense calibrate such belt scale. Lafarge shall have the right to observe the weighing of Complying Gypsum and any certification and calibration of the belt scale and, in connection with such right, Seminole shall provide at least

48 hours’ advance notice to Lafarge of the time and date of each certification and calibration of the belt scale. In the event that any certification or calibration shows any scale used to weigh Complying Gypsum to be inaccurate by more than plus or minus one-half of one percent, the inaccuracy shall be deemed to have existed for one-half the number of days since the date of the most recent certification or calibration, as the case may be, and an adjustment shall be made on the next monthly invoice in order to reflect an appropriate debit or credit. Seminole shall provide a copy of the results of each certification or calibration, as applicable, of the belt scale to Lafarge with the next monthly invoice which is sent to Lafarge. During any period when Seminole’s belt scale is inoperable, the Parties shall mutually agree on a procedure for determining quantities of Complying Gypsum in order to permit deliveries of Complying Gypsum to continue during such period of inoperability.

Exhibit A .

Exhibit A to the Gypsum Contract shall be deleted and replaced with the Revised Exhibit A attached hereto and all references in the Gypsum Contract to “Exhibit A” shall be deemed to refer to “Revised Exhibit A”.

The terms, conditions and provisions of the Gypsum Contract shall remain in full force and effect except as modified or amended by this Amendment.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed by their respective duly authorized officers effective as of the day and year first written above.


Seminole Electric Cooperative, Inc.

By:		/s/ Tim Woodbury

Title:		General Manager

Lafarge North America Inc.

By:		/s/ Ike Preston

Title:		President LNA Gypsum

Exhibit 10.27

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “ Agreement ”) is entered into as of January 1, 2014 (the “ Effective Date ”) between Continental Building Products, Inc. (the “ Company ”) and James Bachmann (the “ Executive ”) (each of the foregoing individually a “ Party ” and collectively the “ Parties ”).

WHEREAS, the Company wishes to employ the Executive and the Executive wishes to be employed by the Company, in each case, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment . The Executive’s employment hereunder shall commence on the Effective Date and end on the date the Executive’s employment is terminated pursuant to Section 4 hereof (the “ Employment Period ”). During the Employment Period, the Executive will devote his full business time and use his best efforts to advance the business and welfare of the Company and its subsidiaries and affiliates and will not engage in (i) any other employment or business activities, or (ii) any other activities for any direct or indirect remuneration that would be harmful or detrimental to the business and affairs of the Company or that would interfere with his duties hereunder. The foregoing, however, shall not preclude the Executive from serving on civic or charitable boards or committees or managing personal investments, so long as such activities do not interfere with the performance of the Executive’s responsibilities hereunder.

2. Position . During the Employment Period, the Executive shall serve as Senior Vice President and Chief Financial Officer of the Company, and shall report directly to Chief Executive Officer of the Company. During the Employment Period, the Executive shall also serve in such other capacities as may be reasonably requested from time to time by the Chief Executive Officer of the Company and/or the Board of Directors of the Company (the “ Board ”) consistent with the Executive’s position and shall render such other services for the Company as the Chief Executive Officer and/or the Board may from time to time reasonably request and as shall be consistent with the Executive’s position and responsibilities.

3. Compensation .

(a) Base Salary . During the Employment Period, the Executive shall receive a base salary at a rate of $325,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company, subject to review from time to time as determined by the Board or a committee thereof (the “ Base Salary ”).

(b) Bonus . With respect to each fiscal year ending during the Employment Period, in addition to the Base Salary, the Executive may be eligible to earn an annual cash performance bonus based upon the achievement of performance targets established by the Board (or a committee thereof). The target amount for such annual cash performance bonus is 75% of Base Salary. In addition, except as otherwise provided in Section 4, in order to receive payment of any such annual cash performance bonus, the Executive must be continuously employed through, and still employed by, the Company or any of its subsidiaries on the last day of the applicable performance period.

(c) Participation in Benefit Plans . During the Employment Period, the Executive shall be entitled to receive all perquisites and participate in all benefit plans and programs maintained by the Company that are available generally to its senior executives; provided, however, that the Executive’s

right to participate in such plans and programs shall not affect the Company’s right to amend or terminate the general applicability of such perquisites, plans and programs. The Company may, in its sole discretion and from time to time, amend, eliminate or establish additional benefit programs as it deems appropriate.

(d) Expenses . The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures.

4. Termination of Employment . Subject to the further provisions of this Section 4, the Employment Period and the Executive’s employment hereunder may be terminated by either Party at any time and for any or no reason; provided, however, that the Company and the Executive will be required to give written notice of any termination of the Executive’s employment as set forth in this Section 4. Notwithstanding any other provision of this Agreement, the provisions of this Section 4 shall exclusively govern the Executive’s rights to compensation and benefits upon termination of employment with the Company.

(a) Notice of Termination . Any termination or resignation of the Executive’s employment by the Company or by the Executive, as applicable, under this Section 4 (other than termination of employment as a result of the Executive’s death) shall be communicated by a written notice (a “ Notice of Termination ”) to the other Party hereto (i) indicating whether the termination is for or without Cause or the resignation is for or without Good Reason, (ii) indicating the specific termination provision in this Agreement relied upon, (iii) except with respect to a termination by the Company without Cause or by reason of the Executive’s resignation without Good Reason, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iv) specifying a date of termination (the “ Date of Termination ”), which, if submitted by the Executive, shall be thirty (30) days following the date of such notice (or the first business day following the last day of the Cure Period, in the case of Executive’s resignation for Good Reason, or such other date as mutually agreed by the Company and the Executive).

(b) Accrued Rights . Upon a termination of the Executive’s employment for any reason, the Executive (or the Executive’s estate) shall be entitled to receive the sum of the Executive’s Base Salary through the Date of Termination not theretofore paid; any expenses owed to the Executive under Section 3(d); and any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs or arrangements (including without limitation, any disability or life insurance benefit plans, programs or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “ Accrued Rights ”).

(c) Termination by the Company without Cause or Resignation For Good Reason . If the Executive’s employment shall be terminated by the Company without Cause (and not by reason of Executive’s death or Disability) or by the Executive for Good Reason, then, in addition to the Accrued Rights, the Company shall (subject to the Executive’s execution, within twenty-one (21) days following the Date of Termination, of a waiver and general release of claims in a form provided by the Company, and such general release of claims becoming effective and irrevocable in accordance with its terms) continue to pay to the Executive, in accordance with the Company’s regular payroll practice following the Date of Termination, the Executive’s Base Salary for a period of 24 months; provided , that the Company shall not be obligated to make any such payments described in this Section 4(c) after the date the Executive first violates any of the restrictive covenants set forth in this Agreement (including Section 5 hereof). Following the Executive’s termination of employment by the Company without Cause (and not by reason of Executive’s death or Disability) or the Executive for Good Reason, except as set forth in this Section 4(c), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d) Termination by the Company for Cause; Resignation Without Good Reason . If the Executive’s employment shall be terminated by the Company for Cause or upon the Executive’s resignation without Good Reason, the Executive shall only be entitled to receive the Accrued Rights. Following the Executive’s termination of employment by the Company for Cause or upon the Executive’s resignation without Good Reason, except as set forth in this Section 4(d), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(e) Disability or Death . The Employment Period and the Executive’s employment hereunder shall terminate immediately upon the Executive’s death and may be terminated by the Company if the Executive becomes or is reasonably expected to be (in the good faith judgment of the Board) physically or mentally incapacitated and is therefore unable for a period of 60 consecutive days or for an aggregate of four months in any twelve consecutive month period to perform the essential functions of Executive’s position, with or without a reasonable accommodation (such incapacity is hereinafter referred to as “ Disability ”), in each case, in a manner consistent with applicable state and federal law. Upon termination of the Executive’s employment hereunder by reason of his Disability or death, the Executive or the Executive’s estate (as the case may be) shall only be entitled to receive the Accrued Rights, plus such additional payments, if any, as determined by the Board in its sole discretion. Following the termination of the Executive’s employment by reason of the Executive’s Disability or death, except as set forth in this Section 4(e), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(f) Return of Property . Upon cessation of the Executive’s employment with the Company for any reason, whether voluntary or involuntary, the Executive shall immediately deliver to the Company (i) all physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized and electronic information, that refers, relates or otherwise pertains to the Company or any subsidiary of the Company (or business dealings thereof) that are in the Executive’s possession, subject to the Executive’s control or held by the Executive for others; and (ii) all property or equipment that the Executive has been issued by the Company or any subsidiary of the Company during the course of his employment or property or equipment thereof that the Executive otherwise possesses, including any computers, cellular phones, pagers and other devices. The Executive acknowledges that he is not authorized to retain any physical, computerized, electronic or other types of copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials, and is not authorized to retain any other property or equipment of the Company or any subsidiary of the Company. The Executive further agrees that the Executive will immediately forward to the Company (and thereafter destroy any electronic copies thereof) any business information relating to the Company or any subsidiary of the Company that has been or is inadvertently directed to the Executive following the Executive’s last day of the Executive’s employment. The provisions of this Section 4(f) are in addition to any other written obligations on the subjects covered herein that the Executive may have with the Company and its subsidiaries, and are not meant to and do not excuse such obligations. Upon the termination of his employment with the Company and its subsidiaries, the Executive shall, upon the Company’s request, promptly execute and deliver to the Company a certificate (in form and substance satisfactory to the Company) to the effect that the Executive has complied with the provisions of this Section 4(f).

(g) Resignation of Offices . Promptly following any termination of the Executive’s employment with the Company (other than by reason of the Executive’s death), the Executive shall promptly deliver to the Company reasonably satisfactory written evidence of the Executive’s resignation from all positions that the Executive may then hold as an employee or officer of the Company or any subsidiary of the Company. The Executive shall forfeit payment of any amounts otherwise due pursuant to this Section 4 until the Executive has complied with the provisions of this Section 4(g).

(h) Further Assurances; Cooperation . Following the termination of the Executive’s employment with the Company, the Executive shall execute any and all documents to secure the Company’s right to any Work Product (as defined in Section 5(b)), and the Executive agrees to make himself available as reasonably practical with respect to, and to use reasonable efforts to cooperate in conjunction with, any litigation or investigation arising from events that occurred during the Executive’s employment with the Company and its subsidiaries (whether such litigation or investigation is then pending or subsequently initiated) involving the Company or any subsidiary of the Company, including providing testimony and preparing to provide testimony if so requested by the Company. The Company shall promptly reimburse the Executive for any reasonable travel and other expenses incurred in connection with cooperation provided under this Section 4(h) in accordance with this Company’s applicable expense reimbursement policies and procedures.

5. Restrictive Covenants .

(a) Confidential Information . During the course of the Executive’s employment with the Company, the Executive will be given access to and receive Confidential Information (as defined below) regarding the business of the Company and its affiliates. The Executive agrees that the Confidential Information constitutes a protectable business interests of the Company and its affiliates and covenants and agrees that at all times during the Executive’s employment with the Company, and at all times following the Executive’s termination, the Executive will not, directly or indirectly, disclose any Confidential Information. As used in this Agreement, the term “ Confidential Information ” means any and all confidential, proprietary or trade secret information of the Company or an affiliate not within the public domain, whether disclosed, directly or indirectly, verbally, in writing (including electronically) or by any other means in tangible or intangible form, including that which is conceived or developed by the Executive, applicable to or in any way related to: (i) the present or future business of the Company or its affiliates; (ii) the research and development of the Company or its affiliates; or (iii) the business of any client or vendor of the Company or its affiliates. Such Confidential Information includes the following property or information of the Company or its affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs, drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development and pricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers or vendors. Confidential Information of the Company also means all similar information disclosed to any member of the Company by third parties that is subject to confidentiality obligations. The Company shall not be required to advise the Executive specifically of the confidential nature of any such information, nor shall the Company be required to affix a designation of confidentiality to any tangible item, in order to establish and maintain its confidential nature. Notwithstanding the preceding to the contrary, Confidential Information shall not include general industry information or information that is publicly available or readily discernable from publicly available product or literature; information that the Executive lawfully acquires from a source other than the Company or its affiliates or any client or vendor of any member of the Company or its affiliates (provided that such source is not bound by a confidentiality agreement with any member of the Company or its affiliates); information that is required to be disclosed pursuant to any law, regulation, rule of any governmental body or authority, or stock exchange, or court order; or information that reflects employee’s own skills, knowledge, know-how and experience gained prior to employment or service and outside of any connection to or relationship with the Company or any of its affiliates.

(b) Intellectual Property Ownership . The Executive hereby assigns to the Company all rights, including, without limitation, copyrights, patents, trade secret rights, and other intellectual

property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information or trade secrets (i) developed or created by the Executive, solely or jointly with others, during the course of performing work for or on behalf of the Company or any subsidiary of the Company, whether as an employee or independent contractor, at any time during the Employment Period, (ii) that the Executive conceives, develops, discovers or makes in whole or in part during the Executive’s employment by the Company that relate to the business of the Company or any subsidiary of the Company or the actual or demonstrably anticipated research or development of the Company or any subsidiary of the Company, (iii) that the Executive conceives, develops, discovers or makes in whole or in part during or after the Executive’s employment by the Company that are made through the use of any of the equipment, facilities, supplies, trade secrets or time of the Company or any subsidiary of the Company, or that result from any work the Executive performs for the Company or any subsidiary of the Company or (iv) developed or created by the Executive, solely or jointly with others, at any time before the Employment Period, that relate to or involve the Company’s businesses (including, but not limited to, the business of the Company (as defined in Section 5(c) below)) (collectively, the “ Work Product ”). Without limiting the foregoing, to the extent possible, all software, compilations and other original works of authorship included in the Work Product will be considered a “work made for hire” as that term is defined in Title 17 of the United States Code. If, notwithstanding the foregoing, the Executive for any reason retains any right, title or interest in or relating to any Work Product, the Executive agrees promptly to assign, in writing and without any requirement of further consideration, all such right, title, and interest to the Company. Upon request of the Company at any time during or after the Employment Period, the Executive will take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to evidence, perfect, record or otherwise give full and proper effect to any assignments of rights under or pursuant to this Agreement. The Executive will promptly disclose to the Company any such Work Product in writing.

(c) Agreement Not to Compete . The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the Company the industry in which it competes, and that the use or disclosure, even if inadvertent, of such Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment and the benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement, the Executive agrees that during the period commencing on the Effective Date and ending on the date that is twelve (12) months after the Date of Termination (the “ Restricted Period ”), without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed) the Executive shall not directly or indirectly (including, without limitation, as an employee, officer, director, owner, consultant, manager, or independent contractor) compete with the Company or any subsidiary or affiliate of the Company (collectively, the “ Company Group ”) within any state, province or region in any country in which the Company Group conducts business as of the Date of Termination. For the purposes of this Section 5(c), the business of the Company Group shall include any business in any state, province or region in any country in which the Company Group conducts business as of the Date of Termination that manufactures and/or sells (i) wallboard for interior and exterior applications, (ii) joint compounds and/or (iii) other related products. The foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or less of the equity securities of any publicly traded company.

(d) Agreement Not to Solicit Employees . The Executive agrees that, during the Restricted Period, the Executive shall not, directly or indirectly solicit, recruit or hire any person who either currently is or as of the Date of Termination is an employee of the Company or an affiliate

(provided, however, that the foregoing provision shall not prohibit solicitations made by the Executive to the general public or general solicitations to persons employed in the mortgage origination and/or servicing industry business).

(e) Agreement Not to Solicit Business Contacts . The Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly (i) solicit or encourage any client, customer, bona fide prospective client or customer, supplier, licensee, licensor, landlord or other business relation of the Company and/or any of its subsidiaries (each a “ Business Contact ”) to terminate or diminish its relationship with them; or (ii) seek to persuade any such Business Contact to conduct with anyone else any business or activity conducted or, to the Executive’s knowledge, under consideration by the Company and/or any of its subsidiaries as of the Date of Termination that such Business Contact conducts or could conduct with the Company and/or any of its subsidiaries.

(f) Non-Disparagement . The Executive shall not, while employed by the Company or at any time thereafter, disparage the Company (or any affiliate) in any way that materially and adversely affects the goodwill, reputation or business relationships of the Company or an affiliate with the public generally, or with any of its customers, vendors or employees.

(g) Enforcement . The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to this Section 5. The Executive agrees that each of the restraints contained herein are necessary for the protection of the goodwill, Confidential Information and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by such restraints. The Executive further acknowledges that, were he to breach any of the covenants of the Executive contained in this Section 5, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to them, shall be entitled to injunctive relief against any breach or threatened breach by the Executive of any of said covenants.

6. Severability . If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

7. Mutual Drafting . Each Party has had the opportunity to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint request, direction and construction of the Parties, at arm’s length, with the advice and participation of counsel, and shall be interpreted in accordance with its terms without favor to either Party, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement.

8. Section 409A of the Internal Revenue Code . Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”). If any provision of this Agreement does

not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement is intended to be a “separate payment” and not a series of payments for purposes of Section 409A. Any payments or reimbursements of any expenses provided for under this Agreement shall be made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Section 409A.

9. Governing Law and Jurisdiction . This Agreement shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Virginia, without regard to the conflict of laws principles thereof. The Company and the Executive hereby consent and submit to the exclusive personal jurisdiction and exclusive venue of the United States District Court for the Eastern District of Virginia, Alexandria Division for resolution of any and all claims, causes of action or disputes arising out of or directly or indirectly related to this Agreement.

10. Assignment . Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Executive to any affiliate or in the event that the Company shall after the Effective Date effect a reorganization, consolidate with or merge into, any entity or transfer all or substantially all of its properties or assets to any entity. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

11. Waiver . No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to require the performance of any term or obligation of this Agreement, or the waiver by either Party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

12. Notices . Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Legal Department or to such other address as any Party may specify by notice to the other actually received.

13. Entire Agreement . This Agreement constitutes the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter, including without limitation any previous employment agreements entered into between Executive and the Company or any of its affiliates.

14. Amendment . This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company.

15. Headings . The headings and captions in this Agreement are for convenience only, and in no way define or describe the scope or content of any provision of this Agreement.

16. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. Definitions . Words or phrases that are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:

(a) “ Cause ” shall be deemed to exist if any of the following items shall apply:

(i) a breach of any agreement between the Executive and the Company or any affiliate, including, without limitation, a breach by the Executive of the Executive’s obligations under this Agreement or the Award Agreement; (ii) intentional misconduct as an officer or employee of the Company (but acts in the nature of bad business judgment shall not be considered “misconduct” for this purpose) or a material violation by the Executive of material written policies of the Company or specific written directions of the person or persons to whom the Executive reports and under whose direction the Executive is subject (other than any such failure resulting from the Executive’s short-term incapacity due to physical or mental illness, and provided further that if the Executive voluntarily terminates his or her employment for Good Reason, this type of refusal shall not be deemed a violation of specific written directions for purposes of this clause (ii)); (iii) a breach of any fiduciary duty which the Executive owes to the Company or any affiliate in his capacity as an employee or officer or member of the board of directors of such entity; (iv) the conviction or plea of guilty or no contest by the Executive with respect to (A) a felony, or (B) embezzlement, dishonesty, a crime involving moral turpitude, or intentional and actual fraud or (C) driving under the influence (or any similar related offense); (v) the use of illicit drugs or other illicit substances or the addiction to licit drugs or other substances; or (vi) an unexplained absence from work for more than ten (10) consecutive days in any twelve (12) month period (vacation, reasonable personal leave, reasonable sick leave and Disability excepted). Notwithstanding the immediately preceding paragraph, the Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination of his employment for Cause existed at the time of Executive’s termination of employment.

(b) “ Good Reason ” shall be deemed to exist if, without the Executive’s consent: (i) there is a material diminution in the duties, responsibilities, or authority, or reporting relationship of the Executive to whom the Executive reports and under whose direction the Executive is subject; (ii) the Company or an affiliate requires the Executive to move the Executive’s principal business location as of the Effective Date to another location, and the distance between the Executive’s former residence and new principal business location is at least seventy-five (75) miles greater than the distance between the Executive’s residence and former principal business location; or (iii) there is a reduction in the Executive’s then Base Salary or annual cash performance bonus target amount, other than a reduction which is part of a general cost reduction affecting at least ninety percent (90%) of similarly situated employees and which does not exceed ten percent (10%) of the Executive’s then Base Salary and annual cash performance bonus target amount in the aggregate when combined with any such prior reductions. In each such case of Good Reason, the Executive shall provide the Company with written notice of the grounds for a Good Reason termination, and the Company shall have a period of thirty (30) days to cure

after receipt of the written notice (the “ Cure Period ”). Resignation by the Executive following the Company’s cure or before the expiration of the Cure Period shall constitute a voluntary resignation and not a termination or resignation for Good Reason. If the alleged Good Reason event has not been cured at the end of the Cure Period, the Participant’s termination of employment for Good Reason will be effective on the first business day following the last day of the Cure Period.

(c) “ Award Agreement ” shall mean the Award Agreement dated as of September 16, 2013 by and between Executive and LSF8 Gypsum Holdings, L.P., as from time to time amended, supplemented, restated or otherwise modified.

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have hereunto set their hands under seal, effective as of the Effective Date.


EXECUTIVE

/s/ James Bachmann
James Bachmann

CONTINENTAL BUILDING PRODUCTS, INC.

By:	/s/ Isaac Preston
	Name:	Isaac Preston

	Title:	Chief Executive Officer

SIGNATURE PAGE TO EMPLOYMENT AGREEMENT

Exhibit 21.1

SUBSIDIARIES OF REGISTRANT


Name of Subsidiary		State of Incorporation or Organization
Continental Building Products Operating Company, LLC		Delaware
Continental Buchanan, LLC		Delaware
Continental Palatka, LLC		Delaware
Continental Silver Grove, LLC		Delaware
Continental Building Products Canada, Inc.		Canada

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 13, 2013, in Amendment No. 1 to the Registration Statement (Form S-1 File No. 333-193078) and related Prospectus of Continental Building Products, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

McLean, Virginia

January 10, 2014

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Isaac Preston and Timothy A. Power, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to the Registration Statement on Form S-1 (File No. 333-193078) of Continental Building Products, Inc. initially filed with the Securities and Exchange Commission (the “SEC”) on December 24, 2012 (the “Registration Statement”) , and any registration statement relating to the offering covered by the Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 8, 2014.

/s/ James Bachmann

James Bachmann