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As filed with the Securities and Exchange Commission on May 5, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________.

Commission File Number: 001-36293

	
			
CONTINENTAL BUILDING PRODUCTS, INC.	
(Exact name of registrant as specified in its charter)	
Delaware	 	61-1718923	
(State or other jurisdiction of incorporation)	 	(I.R.S Employer Identification No.)	
12950 Worldgate Drive, Suite 700, Herndon, VA	 	20170	
(Address of principal executive offices)	 	(Zip Code)	
(703) 480-3800	
(Registrant's telephone number, including the area code)	

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes     x     No     ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes     x     No     ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer         x             Accelerated filer             ¨
Non-accelerated filer         ¨             Smaller reporting company         ¨
Emerging growth company         ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     ¨     No     x
As of May 3, 2017 , the registrant had outstanding 39,220,934 shares of the registrant’s common stock, which amount excludes 5,027,778 shares of common stock held by the registrant as treasury shares.

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Table of Contents to First Quarter 2017 Form 10-Q

			
Part I - Financial Information	3	
Item 1.	Financial Statements	3	
 	Consolidated Statements of Operations	3	
 	Consolidated Statements of Comprehensive Income	4	
 	Consolidated Balance Sheets	5	
 	Consolidated Statements of Cash Flows	6	
 	Notes to the Unaudited Consolidated Financial Statements	7	
 	1. Background and Nature of Operations	7	
 	2. Significant Accounting Policies	7	
 	3. Receivables, Net	9	
 	4. Inventories, Net	9	
 	5. Property, Plant and Equipment, Net	10	
 	6. Customer Relationships and Other Intangibles, Net	10	
 	7. Investment in Seven Hills	11	
 	8. Accrued and Other Liabilities	11	
 	9. Debt	11	
 	10. Derivative Instruments	13	
 	11. Treasury Stock	14	
 	12. Share-Based Compensation	14	
 	13. Accumulated Other Comprehensive Loss	15	
 	14. Income Taxes	15	
 	15. Earnings Per Share	15	
 	16. Commitments and Contingencies	16	
 	17. Segment Reporting	17	
 	18. Fair Value Disclosures	18	
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19	
 	   Overview	19	
 	Results of Operations	20	
 	Non-GAAP Measures	21	
 	Liquidity and Capital Resources	22	
 	Critical Accounting Policies and Estimates	22	
 	Forward-Looking Statements	23	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24	
Item 4.	Controls and Procedures	25	
Part II - Other Information	26	
Item 1.	Legal Proceedings	26	
Item 1A.	Risk Factors	26	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26	
Item 3.	Defaults Upon Senior Securities	26	
Item 4.	Mine Safety Disclosures	26	
Item 5.	Other Information	26	
Item 6.	Exhibits	27	
 	Signatures	28	

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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Continental Building Products, Inc.
Consolidated Statements of Operations
(unaudited)

								
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands, except share data and per share amounts)	
Net sales	$	120,615		 	$	111,485		
Costs, expenses and other income:	 	 	 	
Cost of goods sold	89,624		 	79,955		
Selling and administrative	9,304		 	8,960		
Total costs and operating expenses	98,928		 	88,915		
Operating income	21,687		 	22,570		
Other (expense)/income, net	(644	)	 	154		
Interest expense, net	(2,916	)	 	(3,698	)	
Income before losses from equity method investment and provision for income tax	18,127		 	19,026		
Losses from equity method investment	(170	)	 	(195	)	
Income before provision for income taxes	17,957		 	18,831		
Provision for income taxes	(5,730	)	 	(6,330	)	
Net income	$	12,227		 	$	12,501		
 	 	 	 	
Net income per share:	 	 	 	
Basic	$	0.31		 	$	0.30		
Diluted	$	0.31		 	$	0.30		
Weighted average shares outstanding:	 	 	 	
Basic	39,576,268		 	41,524,294		
Diluted	39,702,126		 	41,539,767		
See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.
Consolidated Statements of Comprehensive Income
(unaudited)

								
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Net income	$	12,227		 	$	12,501		
Foreign currency translation adjustment	124		 	1,107		
Net unrealized gains/(losses) on derivatives, net of tax	20		 	(175	)	
Other comprehensive income	144		 	932		
Comprehensive income	$	12,371		 	$	13,433		
See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.
Consolidated Balance Sheets

								
 	March 31, 2017	 	December 31, 2016	
 	(unaudited)	 	 	
 	(in thousands)	
Assets:	 	 	 	
Cash and cash equivalents	$	57,908		 	$	51,536		
Receivables, net	41,729		 	32,473		
Inventories, net	26,534		 	25,239		
Prepaid and other current assets	5,522		 	7,485		
Total current assets	131,693		 	116,733		
Property, plant and equipment, net	303,507		 	307,838		
Customer relationships and other intangibles, net	78,405		 	81,555		
Goodwill	119,945		 	119,945		
Equity method investment	8,160		 	8,020		
Debt issuance costs	613		 	658		
Total Assets	$	642,323		 	$	634,749		
Liabilities and Shareholders' Equity:	 	 	 	
Liabilities:	 	 	 	
Accounts payable	$	27,525		 	$	27,411		
Accrued and other liabilities	12,385		 	12,321		
Notes payable, current portion	1,727		 	1,742		
Total current liabilities	41,637		 	41,474		
Deferred taxes and other long-term liabilities	19,610		 	19,643		
Notes payable, non-current portion	264,203		 	264,620		
Total Liabilities	325,450		 	325,737		
Equity:	 	 	 	
Undesignated preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016	—		 	—		
Common stock, $0.001 par value per share; 190,000,000 shares authorized; 44,248,712 and 44,191,370 shares issued at March 31, 2017 and December 31, 2016, respectively; 39,531,934 and 39,691,715 shares outstanding at March 31, 2017 and December 31, 2016, respectively	44		 	44		
Additional paid-in capital	323,111		 	322,384		
Less: Treasury stock	(93,993	)	 	(88,756	)	
Accumulated other comprehensive loss	(3,265	)	 	(3,409	)	
Accumulated earnings	90,976		 	78,749		
Total Equity	316,873		 	309,012		
Total Liabilities and Equity	$	642,323		 	$	634,749		
See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.
Consolidated Statements of Cash Flows
(unaudited)

								
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Cash flows from operating activities:	 	 	 	
Net income	$	12,227		 	$	12,501		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	
Depreciation and amortization	11,286		 	11,946		
Bad debt expense	139		 	53		
Amortization of debt issuance costs and debt discount	291		 	572		
Loss on disposal of property, plant and equipment	13		 	7		
Losses from equity method investment	170		 	195		
Loss on debt extinguishment	686		 	—		
Stock-based compensation	724		 	346		
Deferred taxes	92		 	92		
Change in assets and liabilities:	 	 	 	
Receivables	(9,462	)	 	(7,602	)	
Inventories	(1,279	)	 	1,941		
Prepaid expenses and other current assets	1,994		 	705		
Accounts payable	1,714		 	(2,750	)	
Accrued and other current liabilities	87		 	(984	)	
Other long term liabilities	(146	)	 	(181	)	
Net cash provided by operating activities	18,536		 	16,841		
Cash flows from investing activities:	 	 	 	
Capital expenditures	(5,359	)	 	(101	)	
Software purchased or developed	(1	)	 	(166	)	
Capital contributions to equity method investment	(524	)	 	(97	)	
Distributions from equity method investment	214		 	142		
Net cash used in investing activities	(5,670	)	 	(222	)	
Cash flows from financing activities:	 	 	 	
Proceeds from exercise of stock options	168		 	13		
Tax withholdings on share-based compensation	(209	)	 	—		
Proceeds from debt refinancing	273,625		 	—		
Disbursements for debt refinancing	(273,625	)	 	—		
Payments of financing costs	(649	)	 	—		
Principal payments for debt	(684	)	 	(10,000	)	
Payments to repurchase common stock	(5,237	)	 	(17,026	)	
Net cash used in financing activities	(6,611	)	 	(27,013	)	
Effect of foreign exchange rates on cash and cash equivalents	117		 	487		
Net change in cash and cash equivalents	6,372		 	(9,907	)	
Cash, beginning of period	51,536		 	14,729		
Cash, end of period	$	57,908		 	$	4,822		
See accompanying notes to unaudited consolidated financial statements.

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Continental Building Products, Inc.
Notes to the Unaudited Consolidated Financial Statements
1. BACKGROUND AND NATURE OF OPERATIONS
Description of Business
Continental Building Products, Inc. (the "Company") is a Delaware corporation. Prior to the acquisition of the gypsum division of Lafarge North America Inc. ("Lafarge N.A.") described below, the Company had no operating activity. 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.
The Acquisition
On June 24, 2013 , Lone Star Fund VIII (U.S.), L.P., (along with its affiliates and associates, but excluding the Company and companies that it owns as a result of its investment activity, “Lone Star”), entered into a definitive agreement with Lafarge N.A. to purchase the assets of its North American gypsum division for an aggregate purchase price of approximately $703 million (the "Acquisition") in cash. The closing of the Acquisition occurred on August 30, 2013 .
Secondary Public Offerings
On March 18, 2016, following a series of secondary offerings, LSF8 Gypsum Holdings, L.P. ("LSF8") sold its remaining 5,106,803 shares of the Company’s common stock at a price per share of $16.10 . Following the March 18, 2016 transaction and the concurrent repurchase by the Company of 900,000 shares of Company’s common stock from LSF8, to the best of the Company's knowledge, neither LSF8 nor any other affiliate of Lone Star held any shares of Company common stock. (See Note 11, Treasury Stock).
2. SIGNIFICANT ACCOUNTING POLICIES
		
(a)	Basis of Presentation	
The accompanying consolidated financial statements for the Company 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.
		
(b)	Basis of Presentation for Interim Periods	

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 the Company and the 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, 2017. 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.

The financial statements should be read in conjunction with Company’s audited consolidated financial statements and the notes
thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for the fiscal year then
ended (the "2016 10-K"). The Company has continued to follow the accounting policies set forth in those financial statements.

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(c)	Supplemental Cash Flow Disclosure	

								
Table 2.1: Certain Cash and Non-Cash Transactions	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Cash paid during the period for:	 	 	 	
Interest paid on term loan	$	2,457		 	$	3,003		
Income taxes paid, net	216		 	3,554		
Non-cash activity:	 	 	 	
Amounts in accounts payable for capital expenditures	915		 	877		
		
(d)	Recent Accounting Pronouncements	
Recent Adopted Accounting Pronouncements
In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-11, “ Inventory:   Simplifying the Measurement of Inventory. ” This guidance applies to inventory valued at first-in, first-out (FIFO) or average cost and requires inventory to be measured at the lower of cost and net realizable value, rather than at the lower of cost or market. ASU 2015-11 is effective on a prospective basis for annual periods, including interim reporting periods within those periods, beginning after December 15, 2016. The Company values its inventory under the average cost method and thus will be required to adopt the standard. The Company adopted the new standard in the first quarter of 2017. The adoption of this standard did not have a material impact on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. The amendments were effective for annual periods beginning after December 15, 2016. The Company adopted the new standard in the first quarter of 2017, which resulted in a favorable adjustment to income tax provision of $0.2 million .
Recent Accounting Pronouncement Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606) , which provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-9 for all entities by one year to annual reporting periods beginning after December 15, 2017. The ASU requires retroactive application on either a full or modified basis. We will adopt the standard on January 1, 2018. We have identified a project implementation team and have identified our revenue streams. We are in the process of evaluating the various aspects of the standard and how the standard may impact how we recognize revenue. We are also evaluating the potential impact that the new guidance will have on our footnotes to the financial statements. While we have not completed our analysis, we do not anticipate that the new guidance will have a material impact on the Company's revenue accounting.
In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of adoption, which is not expected to have a material impact on the Company's Consolidated Financial Statements.

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In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments” . This ASU is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. The provisions of this standard are effective for reporting periods beginning after December 15, 2019 and early adoption is permitted. The Company is currently evaluating the impact that this guidance may have on its Consolidated Financial Statements.
In August 2016, the FASB issued ASU 2016-15, " Classification of Certain Cash Receipts and Cash Payments". This ASU intends to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows.  The provisions of this standard are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating when it will adopt the ASU and the expected impact to its Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-16, “ Intra-Entity Transfers of Assets Other Than Inventory” . The new standard requires companies to recognize the income tax effects of intercompany sales or transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period the sales or transfer occurs. The standard requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. The provisions of this standard are effective for fiscal years beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating when it will adopt the ASU and the expected impact to its Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017- 04, "Intangibles - Goodwill and Other".  This ASU simplifies the goodwill impairment calculation by eliminating the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., Step 1 of today’s goodwill impairment test). The standard will be applied prospectively and is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is currently evaluating when it will adopt the ASU and the expected impact to its Consolidated Financial Statements.
3. RECEIVABLES, NET

								
Table 3.1: Detail of Receivables, Net	
 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
Trade receivables, gross	$	42,656		 	$	33,199		
Allowance for cash discounts and doubtful accounts	(927	)	 	(726	)	
Receivables, net	$	41,729		 	$	32,473		
Trade receivables are recorded net of credit memos issued during the normal course of business.
4. INVENTORIES, NET

								
Table 4: Composition of Inventories	
 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
Finished products	$	6,468		 	$	7,246		
Raw materials	12,953		 	10,910		
Supplies and other	7,113		 	7,083		
Inventories, net	$	26,534		 	$	25,239		

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5. PROPERTY, PLANT AND EQUIPMENT, NET

								
Table 5: Property, Plant and Equipment Details	
 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
Land	$	12,925		 	$	12,925		
Buildings	112,625		 	112,583		
Plant machinery	280,819		 	275,010		
Mobile equipment	9,790		 	6,721		
Construction in progress	9,410		 	15,016		
Property, plant and equipment, at cost	425,569		 	422,255		
Accumulated depreciation	(122,062	)	 	(114,417	)	
Property, plant and equipment, net	$	303,507		 	$	307,838		
Depreciation expense was $8.1 million and $8.4 million for the three months ended March 31, 2017 and 2016 , respectively.
6. CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLES, NET

																								
Table 6.1: Details of Customer Relationships and Other Intangibles, Net	
 	March 31, 2017	 	December 31, 2016	
 	Gross	 	Accumulated Amortization	 	Net	 	Gross	 	Accumulated Amortization	 	Net	
 	(in thousands)	
Customer relationships	$	116,320		 	$	(50,707	)	 	$	65,613		 	$	116,267		 	$	(48,243	)	 	$	68,024		
Purchased and internally developed software	5,322		 	(3,787	)	 	1,535		 	5,322		 	(3,289	)	 	2,033		
Trademarks	14,790		 	(3,533	)	 	11,257		 	14,783		 	(3,285	)	 	11,498		
Total	$	136,432		 	$	(58,027	)	 	$	78,405		 	$	136,372		 	$	(54,817	)	 	$	81,555		
Amortization expense was $3.2 million and $3.5 million for the three months ended March 31, 2017 and 2016 , respectively.
Customer relationship assets are amortized over a 15 year period using an accelerated method that reflects the expected future cash flows from the acquired customer-list intangible asset. Trademarks are amortized on a straight-line basis over the estimated useful life of 15 years. Software development costs are amortized over a 3 year life with the expense recorded in selling and administrative expense.

				
Table 6.2: Future Amortization Expense of Customer Relationships and Other Intangibles	
 	As of March 31, 2017	
 	(in thousands)	
April 1, 2017 through December 31, 2017	$	8,790		
2018	9,448		
2019	8,399		
2020	7,612		
2021	7,016		
Thereafter	37,140		
Total	$	78,405		

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7. INVESTMENT IN SEVEN HILLS
The Company is a party with an unaffiliated third-party to a paperboard liner venture named Seven Hills Paperboard, LLC ("Seven Hills") that provides the Company with a continuous supply of high-quality recycled paperboard liner to meet its ongoing production requirements.
The Company has evaluated the characteristics of its investment and determined that Seven Hills would be deemed a variable interest entity, but that it does not have the power to direct the principal activities most impacting the economic performance of Seven Hills, and is thus not the primary beneficiary. As such, the Company accounts for this investment in Seven Hills under the equity method of accounting.
Paperboard liner purchased from Seven Hills was $12.0 million and $11.8 million for the three months ended March 31, 2017 and 2016 , respectively. As of March 31, 2017 , the Company had certain purchase commitments for paper totaling $39.0 million through 2020 .
8. ACCRUED AND OTHER LIABILITIES

								
Table 8: Details of Accrued and Other Liabilities	
 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
Employee-related costs	$	3,273		 	$	9,595		
Income taxes	5,245		 	—		
Other taxes	2,975		 	2,088		
Other	892		 	638		
Accrued and other liabilities	$	12,385		 	$	12,321		
9. DEBT 

								
Table 9.1: Details of Debt	
 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
First Lien Credit Agreement (a)	$	272,941		 	$	273,625		
Less: Original issue discount (net of amortization)	(1,877	)	 	(1,946	)	
Less: Debt issuance costs	(5,134	)	 	(5,317	)	
Total debt	265,930		 	266,362		
Less: Current portion of long-term debt	(1,727	)	 	(1,742	)	
Long-term debt	$	264,203		 	$	264,620		
		
(a)	As of March 31, 2017, the Amended and Restated Credit Agreement, as amended, had a maturity date of August 18, 2023 and an interest rate of LIBOR (with a 0.75% floor) plus 2.50% , compared to as of December 31, 2016, at which time the First Lien Credit Agreement had the same maturity date and an interest rate of LIBOR (with a 0.75% floor) plus 2.75% .	
In connection with the Acquisition, the Company purchased certain assets from Lafarge N.A. with cash. In order to finance a portion of the consideration payable to Lafarge N.A., the Company and its subsidiary Continental Building Products Operating Company, LLC ("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 (as amended on December 2, 2013, the "First Lien Credit Agreement") and 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 for term loan borrowings of $320 million and $120 million , respectively, and drew $25 million under a $50 million revolving credit facility under the First Lien Credit Agreement. The available amount under the First Lien Credit Agreement term loan was subsequently increased to $415 million . In conjunction with the initial issuance of this debt, the Company incurred $15.3 million of debt issuance costs which were 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. Interest under the First Lien Credit Agreement was floating. The margin applicable to the borrowing was reduced in the third quarter 2014 to 3.00% after the Company achieved a B2 rating with a stable outlook by Moody’s.

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On August 18, 2016, the Company, OpCo and Continental Building Products Canada Inc. and the lenders party thereto and Credit Suisse, as Administrative Agent, entered into an Amended and Restated Credit Agreement amending and restating the First Lien Credit Agreement (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement provides for a $275 million senior secured first lien term loan facility and a $75 million senior secured revolving credit facility (the "Revolver"), which mature on August 18, 2023 and August 18, 2021, respectively. Related to this debt refinancing, the Company incurred $4.7 million of discount and debt issuance costs, of which $2.5 million was recorded in Other Expense, net on the Consolidated Statement of Operations, and $2.2 million will be amortized over the term of the Amended and Restated Credit Agreement. Upon completion of this debt refinancing, the Company recognized an additional expense of $3.3 million related to losses resulting from debt extinguishment which is also reported in Other expense, net on the Consolidated Statement of Operations. The interest rate under the Amended and Restated Credit Agreement remained floating but was reduced to a spread over LIBOR of 2.75% and floor of 0.75% .
On February 21, 2017 , the Company repriced its term loan under the Amended and Restated Credit Agreement lowering its interest rate by a further 25 basis points to LIBOR plus 2.50% thereby reducing its estimated interest expense by approximately $0.8 million per annum. All other terms and conditions under the Amended and Restated Credit Agreement remained the same. In connection with the debt repricing, the Company incurred $0.7 million of debt issuance costs, which was recorded in Other Expense, net on the Consolidated Statement of Operations.
The First Lien Credit Agreement was, and the Amended and Restated Credit Agreement is, secured by the underlying property and equipment of the Company. During the three months ended March 31, 2017 , the Company made no voluntary prepayment of principal, compared to $10.0 million of voluntary prepayments in the same period 2016 . As of March 31, 2017 , the annual effective interest rate on the Amended and Restated Credit Agreement, including original issue discount and amortization of debt issuance costs, was 4.0% .
There were no amounts outstanding under the Revolver as of March 31, 2017 or December 31, 2016 . During the three months ended March 31, 2017 the Company did not have any draws under the Revolver, compared to $5.0 million which the Company borrowed and repaid in the three months ended March 31, 2016 under the applicable revolving credit facility. Interest under the Revolver is floating, based on LIBOR plus 225 basis points. In addition, the Company pays a facility fee of 50 basis points per annum on the total capacity under the Revolver. Availability under the Revolver as of March 31, 2017 , based on draws and outstanding letters of credit and absence of violations of covenants, was $73.4 million .

				
Table 9.2: Future Minimum Principal Payments Due Under the Amended and Restated Credit Agreements	
 	Amount Due	
 	(in thousands)	
April 1, 2017 through December 31, 2017	$	2,052		
2018	2,736		
2019	2,736		
2020	2,736		
2021	2,736		
Thereafter	259,945		
Total Payments	$	272,941		
Under the terms of the Amended and Restated Credit Agreement, 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 $22.5 million as of the end of the quarter. 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. As the sum of outstanding borrowings under the Revolver and outstanding letters of credit were less than $22.5 million at March 31, 2017 , the total leverage ratio of no greater than 5.0 under the financial covenant was not applicable at March 31, 2017 .

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10. DERIVATIVE INSTRUMENTS
The Company uses derivative instruments to manage selected commodity price and interest rate exposures. The Company does not use derivative instruments for speculative trading purposes, and typically does not hedge beyond one year for commodity derivative instruments. Cash flows from derivative instruments are included in net cash provided by operating activities in the consolidated statements of cash flows.
Commodity Derivative Instruments
As of March 31, 2017 , the Company had 1,180 thousand millions of British Thermal Units ("mmBTUs") in aggregate notional amount outstanding natural gas swap contracts to manage commodity price exposures. All of these contracts mature by October 31, 2017 . The Company elected to designate these derivative instruments as cash flow hedges in accordance with FASB Accounting Standards Codification ("ASC") 815-20, Derivatives – Hedging . For derivative contracts designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to accumulated other comprehensive income, and is reclassified to earnings when the underlying forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is recorded in cost of goods sold. The net unrealized gain that remained in accumulated other comprehensive loss as of March 31, 2017 was $0.2 million which is net of a tax amount of $0.1 million . No ineffectiveness was recorded on these contracts during the three months ended March 31, 2017 . The Company reassesses the probability of the underlying forecasted transactions occurring on a quarterly basis.
For the three months ended March 31, 2017 , approximately $60,000 of loss, net of $29,000 of tax, was recognized in other comprehensive income for the commodity contracts. For the three months ended March 31, 2017 , the amount of gain reclassified from accumulated other comprehensive loss into income was $6,000 . As of March 31, 2017 , there was $0.3 million recorded in other current assets and $17,000 was recorded in other current liabilities. As of December 31, 2016 , $0.4 million was recorded in other current assets.
Interest Rate Derivative Instrument
In September 2016, the Company entered into interest rate swap agreements for a combined notional amount of $100.0 million with a term of four years , which hedged the floating LIBOR on a portion of the term loan under the Amended and Restated Credit Agreement to an average fixed rate of 1.323% and LIBOR floor of 0.75% . The Company elected to designate these interest rate swaps as cash flow hedges for accounting purposes. The net unrealized gain that remained in accumulated other comprehensive loss as of March 31, 2017 was $1.3 million which is net of a tax amount of $0.7 million . For the three months ended March 31, 2017 , the amount of loss reclassified from accumulated other comprehensive loss into income was $0.1 million . For the three months ended March 31, 2017 , approximately $80,000 of gains, net of tax expense of $51,000 was recognized in other comprehensive income for the interest rate swaps. As of March 31, 2017 , there was $1.9 million recorded in other current assets. No ineffectiveness was recorded on these contracts during the three months ended March 31, 2017 .
Counterparty Risk
The Company is exposed to credit losses in the event of nonperformance by the counterparties to the Company’s derivative instruments. As of March 31, 2017 , the Company’s derivatives were in a $2.2 million net asset position. All of the Company’s counterparties have investment grade credit ratings; accordingly, the Company anticipates that the counterparties will be able to fully satisfy their obligations under the contracts. The Company’s agreements outline the conditions upon which it or the counterparties are required to post collateral. As of March 31, 2017 , the Company had no collateral posted with its counterparties related to the derivatives.

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11. TREASURY STOCK
On November 4, 2015 , the Company announced that the Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to $50 million of its common stock, at such times and prices as determined by management as market conditions warrant, through December 31, 2016 . Pursuant to this authorization, on March 18, 2016 , the Company repurchased 900,000 shares of its common stock from LSF8 in a private transaction at a price per share of $16.10 , or an aggregate of approximately $14.5 million , pursuant to a stock purchase agreement dated March 14, 2016 . The Company has also repurchased shares of its common stock in the open market under this authorization. On August 3, 2016 , the Company announced the Board of Directors had approved an expansion of its stock repurchase program by $50 million , increasing the aggregate authorization from up to $50 million to up to $100 million . The program was also extended from the end of 2016 to the end of 2017 .
On February 21, 2017 , the Board of Directors further expanded our share repurchase program up to a total of $200 million of our common stock and extended the expiration date to December 31, 2018 .
All repurchased shares are held in treasury, reducing the number of shares of common stock outstanding and used in the Company’s earnings per share calculation.

																						
Table 11: Treasury Stock Activity	
 	March 31, 2017	 	March 31, 2016	
 	Shares	 	Amount (a)	 	Average Share Price (a)	 	Shares	 	Amount (a)	 	Average Share Price (a)	
 	(in thousands, except share data)	
For the Three Months Ended:	 	 	 	 	 	 	 	 	 	 	 	
Beginning Balance	4,499,655		 	$	88,756		 	$	19.73		 	2,395,049		 	$	48,479		 	$	20.24		
Repurchases on open market	217,123		 	5,237		 	24.12		 	151,159		 	2,536		 	16.78		
Repurchase from LSF8 in private transaction	—		 	—		 	—		 	900,000		 	14,490		 	16.10		
Ending Balance	4,716,778		 	$	93,993		 	$	19.93		 	3,446,208		 	$	65,505		 	$	19.01		
 	 	 	 	 	 	 	 	 	 	 	 	
(a) Includes commissions paid for repurchases on open market.	
12. SHARE-BASED COMPENSATION
Stock options, Restricted Stock Awards, Restricted Stock Units and Performance Restricted Stock Units
On February 22, 2017 , the Company granted certain employees 79,638 Restricted Share Units ("RSUs") that vest ratably over four years and for certain members of the Board of Directors 16,105 RSUs that vest one year from the grant date. All of these grants had a market price on the date of grant of $23.70 . Additionally, on March 21, 2017 , the Company granted a certain employee and member of the board of directors 279 RSUs and 2,501 RSUs, respectively that vest ratably over a period of four years for the employee and one year from the grant date for the member of the Board of Directors and had a market price on the date of grant of $25.75 .
On February 22, 2017 , the Company also granted certain employees 47,505 Performance Based RSUs ("PRSUs"). The PRSUs vest on December 31, 2019 , with the exact number of PRSUs vesting subject to the achievement of certain performance conditions through December 31, 2018 . The number of PRSUs earned will vary from 0% to 200% of the number of PRSUs awarded, depending on the Company’s performance relative to a cumulative two year EBITDA target for fiscal years 2017 and 2018. The market price on date of grant of $23.70 .
For the three months ended March 31, 2017 and 2016 , the Company recognized $0.7 million and $0.3 million in expenses, respectively, related to share-based compensation awards which were recorded in selling and administrative expenses. As of March 31, 2017 , there was $6.7 million of total unrecognized compensation cost related to non-vested stock options, restricted stock awards, RSUs and PRSUs. This cost is expected to be recognized over a weighted-average period of 2.6 years .

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13. ACCUMULATED OTHER COMPREHENSIVE LOSS

												
Table 13: Changes in Accumulated Other Comprehensive Loss by Category	
 	Foreign currency translation adjustment	 	Net unrealized gain on derivatives, net of tax	 	Total	
 	(in thousands)	
Balance as of December 31, 2016	(4,778	)	 	1,369		 	(3,409	)	
Other comprehensive income before reclassifications	124		 	(68	)	 	56		
Amounts reclassified from AOCI	—		 	88		 	88		
Net current-period other comprehensive income	124		 	20		 	144		
Balance as of March 31, 2017	$	(4,654	)	 	$	1,389		 	$	(3,265	)	
14. INCOME TAXES

The Company’s annual estimated effective tax rate is approximately 33.6% . 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 any challenges would be subject to uncertainty. The Company has not identified any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of the uncertain tax position guidance.
15. EARNINGS PER SHARE
The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of potentially dilutive securities. Potential dilutive common stock has no effect on income available to common stockholders. For the three months ended March 31, 2017 and 2016 , respectively, approximately, 84,456 and 154,637 share-based compensation awards were excluded from the weighted average shares outstanding because their impact would be anti-dilutive in the computation of dilutive earnings per share.

								
Table 15: Basic and Dilutive Earnings Per Share	 	 	 	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(dollars in thousands, except for per share amounts)	
Net income	$	12,227		 	$	12,501		
 	 	 	 	
Weighted average number of shares outstanding- basic	39,576,268		 	41,524,294		
Effect of dilutive securities:	 	 	 	
Restricted stock awards	10,061		 	7,022		
Restricted stock units	74,349		 	6,482		
Performance restricted stock units	16,523		 	—		
Stock options	24,925		 	1,969		
Total effect of dilutive securities	125,858		 	15,473		
Weighted average number of shares outstanding - diluted	39,702,126		 	41,539,767		
 	 	 	 	
Basic earnings per share	$	0.31		 	$	0.30		
Diluted earnings per share	$	0.31		 	$	0.30		

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16. COMMITMENTS AND CONTINGENCIES
Commitments
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 total expenses under operating leases for the three months ended March 31, 2017 and 2016 was $0.8 million and $1.0 million , respectively. The Company also has non-capital purchase commitments that primarily relate to gas, gypsum, paper and other raw materials. The total amounts purchased under such commitments were $17.6 million and $17.5 million for the three months ended March 31, 2017 and 2016 .

								
Table 16: Future Minimum Lease Payments Due Under Noncancellable Operating Leases and Purchase Commitments	
 	Future Minimum Lease Payments	 	Purchase Commitments	
 	(in thousands)	
April 1, 2017 through December 31, 2017	$	902		 	$	25,693		
2018	616		 	26,500		
2019	1,494		 	26,593		
2020	—		 	17,379		
2021	—		 	5,237		
Thereafter	—		 	64,256		
Total	$	3,012		 	$	165,658		
Contingent obligations
Under certain circumstances, the Company provides letters of credit related to its natural gas and other supply purchases. As of March 31, 2017 and December 31, 2016 , the Company had outstanding letters of credit of approximately $1.6 million and $2.1 million , respectively.
Legal Matters
In the ordinary course of business, the Company executes contracts involving indemnifications standard in the industry. 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 material adverse effect on the Company’s financial condition, results of operations or liquidity.
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 March 31, 2017 and December 31, 2016 , such liabilities were not expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity. 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, any amounts exceeding the recorded accruals are not expected to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

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17. SEGMENT REPORTING
Segment information is presented in accordance with ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about products and geographic areas. The Company’s primary reportable segment is wallboard, which represented approximately 96.6% and 96.5% of the Company's revenues for the three months ended March 31, 2017 and 2016 , respectively. This segment produces wallboard for the commercial and residential construction sectors. The Company also manufactures 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 two geographic areas consist of the United States and Canada for which it reports net sales, fixed assets and total assets.
The Company evaluates 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. The Company did not provide asset information by segment as its Chief Operating Decision Maker does not use such information for purposes of allocating resources and assessing segment performance.

								
Table 17.1: Segment Reporting	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Net Sales:	 	 	 	
Wallboard	$	116,476		 	$	107,599		
Other	4,139		 	3,886		
Total net sales	120,615		 	111,485		
Operating income:	 	 	 	
Wallboard	21,592		 	22,404		
Other	95		 	166		
Total operating income	21,687		 	22,570		
Adjustments:	 	 	 	
Interest expense	(2,916	)	 	(3,698	)	
Loss from equity investment	(170	)	 	(195	)	
Other (expense)/income, net	(644	)	 	154		
Income before provision for income taxes	17,957		 	18,831		
Depreciation and Amortization:	 	 	 	
Wallboard	11,022		 	11,674		
Other	264		 	272		
Total depreciation and amortization	$	11,286		 	$	11,946		

								
Table 17.2: Net Sales By Geographic Region	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
United States	$	110,386		 	$	103,642		
Canada	10,229		 	7,843		
Net sales	$	120,615		 	$	111,485		

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Table 17.3: Assets By Geographic Region	
 	Fixed Assets	 	Total Assets	
 	March 31, 2017	 	December 31, 2016	 	March 31, 2017	 	December 31, 2016	
 	(in thousands)	
United States	$	300,342		 	$	304,807		 	$	623,625		 	$	617,050		
Canada	3,165		 	3,031		 	18,698		 	17,699		
Total	$	303,507		 	$	307,838		 	$	642,323		 	$	634,749		
18. FAIR VALUE DISCLOSURES
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 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 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 March 31, 2017 and December 31, 2016 , the carrying value reported in the consolidated balance sheet for the Company’s notes payable approximated its fair value.
The only assets or liabilities the Company had at March 31, 2017 that are recorded at fair value on a recurring basis are the natural gas hedges and interest rate swaps. The natural gas hedges had a positive fair value of $0.2 million as of March 31, 2017 , net of tax amount of $0.1 million , compared to a positive fair value of 0.2 million , net of tax amount of $0.1 million as of December 31, 2016 . Interest rate swaps had a positive fair value of $1.3 million as of March 31, 2017 , net of tax amount of $0.7 million , compared to a positive fair value of $1.2 million as of December 31, 2016 , net of tax amount of $0.6 million . Both the natural gas hedges and interest rate swaps are classified within Level 2 of the fair value hierarchy as they are valued using third party pricing models which contain inputs that are derived from observable market data. Generally, the Company obtains its Level 2 pricing inputs from its counterparties. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
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 for which it is practicable to estimate that value.

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Item 2. 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 "Risk Factors," "Forward-Looking Statements," "Selected Historical Financial and Operating Data," and our financial statements and related notes included in our Annual Report on Form 10-K for fiscal year 2016 filed with the Securities and Exchange Commission on February 24, 2017 (the "2016 10-K") and elsewhere in this Quarterly Report on Form 10-Q, as applicable.
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, repair and remodel, or R&R, and commercial construction markets.
Our primary reportable segment is wallboard, which accounted for approximately 96.6% and 96.5% of our net sales for the three months ended March 31, 2017 and 2016 , respectively. We also operate other business activities, primarily the production of finishing products, which complement our full range of wallboard products. See Note 17 to the Consolidated Financial Statements for additional information on our reporting segment.
Factors Affecting Our Results
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, are the other key input costs. In total, manufacturing cash costs represented 65% of our costs of goods sold for the three months ended March 31, 2017 , compared to 63% for the three months ended March 31, 2016 . Depreciation and amortization represented 12% of our costs of goods sold for the three months ended March 31, 2017 , compared to 14% for the three months ended March 31, 2016 . Distribution costs to deliver product to our customers represented the remaining portion of our costs of goods sold, or approximately 23% of our costs of goods sold for both the three months ended March 31, 2017 and 2016 .
Variable manufacturing costs, including inputs such as paper, gypsum, natural gas, and other raw materials, represented 71% of our manufacturing cash costs for the three months ended March 31, 2017 , compared to 68% for the three months ended March 31, 2016 . Fixed production costs excluding depreciation and amortization consisted of labor, maintenance, and other costs that represented 29% of our manufacturing cash costs for the three months ended March 31, 2017 , compared to 32% for the three months ended March 31, 2016 .
We currently purchase most of our paperboard liner from Seven Hills, a joint venture between us and WestRock Company. Under the joint venture agreement with Seven Hills, 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). Seven Hills has the capacity to supply us with approximately 75% of our paper needs at our full capacity utilization and most of our needs at current capacity utilization on market-based pricing terms that we consider favorable. We believe we can also purchase additional paper on the spot market at competitive prices. See Note 7 to the Consolidated Financial Statements for additional information regarding our investment in Seven Hills.

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Results of Operations

								
Table M1: Results of Operations	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(dollars in thousands, except mill net)	
Net Sales	$	120,615		 	$	111,485		
Costs, expenses and other income:	 	 	 	
Cost of goods sold	89,624		 	79,955		
Selling and administrative	9,304		 	8,960		
Total costs and operating expenses	98,928		 	88,915		
Operating income	21,687		 	22,570		
Other (expense)/income, net	(644	)	 	154		
Interest expense, net	(2,916	)	 	(3,698	)	
Income before losses from equity method investment and provision for income taxes	18,127		 	19,026		
Losses from equity method investment	(170	)	 	(195	)	
Income before provision for income taxes	17,957		 	18,831		
Provision for income taxes	(5,730	)	 	(6,330	)	
Net income	$	12,227		 	$	12,501		
Other operating data:	 	 	 	
Capital expenditures and software purchased or developed	$	5,360		 	$	267		
Wallboard sales volume (million square feet)	650		 	617		
Mill net sales price (1)	$	147.92		 	$	144.62		
		
(1)	Mill net sales price represents average selling price per thousand square feet net of freight and delivery costs.	
Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016
Net Sales . Net sales increased by $9.1 million , up 8.2% from $111.5 million for the three months ended March 31, 2016 , to $120.6 million for the three months ended March 31, 2017 . The increase was primarily attributable to a $5.7 million favorable impact of higher wallboard volumes driven by higher demand in the United States. In addition, a favorable impact of $2.8 million due to an increase in the average net selling price for gypsum wallboard at constant exchange rates and a favorable impact of $0.3 million related to foreign currency exchange rates contributed to this overall increase. Our non-wallboard products also had a $0.3 million favorable impact on net sales.
Cost of Goods Sold.  Cost of goods sold increased $9.6 million , up 12.0% from $80.0 million for the three months ended March 31, 2016 , to $89.6 million for the three months ended March 31, 2017 . Higher wallboard volumes increased freight costs and input costs by $2.7 million, and labor costs increased by $0.9 million. In addition, higher per unit input costs, mainly related to paper, gypsum and natural gas increased cost of goods sold $5.0 million. Other cost increases related to freight, foreign currency exchange, and other manufacturing costs increased $1.8, while amortization and depreciation costs decreased $0.8 million.
Selling and Administrative Expense.  Selling and administrative expense increased $0.3 million , up 3.3% from $9.0 million for the three months ended March 31, 2016 , to $9.3 million for the three months ended March 31, 2017 . This increase was driven by a $0.4 million increase in stock compensation expense and a $0.2 million increase in payroll and bonus expenses and was partially offset by $0.3 million decrease in other selling and administrative expense.
Operating Income.  Operating income of $21.7 million for the three months ended March 31, 2017 decreased by $0.9 million from operating income of $22.6 million for the three months ended March 31, 2016 . The primary drivers for this decrease were higher input, freight and labor costs, partially offset by an increase in volumes and sales price for the first quarter 2017 versus first quarter 2016 .
Other (Expense)/Income, Net.   Other (expense)/income, net, was a net expense of $0.6 million for the three months ended March 31, 2017 compared to net income of $0.2 million for the three months ended March 31, 2016 . The $0.8 million increase in expense was primarily due to $0.7 million in additional expenses associated with the debt repricing in the first quarter 2017. See Note 9 to the Consolidated Financial Statements for further details on the repricing.

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Interest Expense, Net.  Interest expense was $2.9 million for the three months ended March 31, 2017 , a decrease of $0.8 million from $3.7 million for the three months ended March 31, 2016 , reflecting lower average outstanding borrowings during first quarter 2017 compared to first quarter 2016 and the lower interest rate following the debt refinancing in August 2016 and repricing in February 2017. See Note 9 to the Consolidated Financial Statements for further details on the refinancing and repricing.
Provision for Income Taxes.  Provision for income taxes decreased $0.6 million from $5.7 million for the three months ended March 31, 2017 , compared to $6.3 million in the prior period. Lower provision for income taxes was primarily driven by lower pretax income, a slightly lower annual estimated effective tax rate of approximately 33.6% and a $0.2 million favorable discrete tax item in the first quarter 2017 related to excess tax benefits on stock compensation recognized in connection with the adoption of new accounting guidance . See Note 2 to the Consolidated Financial Statements for further detail on our adoption of this share-based compensation accounting guidance.
Non-GAAP Measures
EBITDA has been presented in this Quarterly Report on Form 10-Q as a supplemental measure of financial performance that is 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 and eliminates certain charges that we believe do not reflect our operations and underlying operational performance. Management also believes that EBITDA is useful to investors because it allows investors to view our business through the eyes of management and the board of directors, facilitating comparison of results across historical periods.
EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA in the same manner as we do. EBITDA is not a measurement of our financial performance under GAAP and should not be considered in isolation from or as an alternative to operating income determined in accordance with GAAP or any other financial statement data presented as an indicator of financial performance or liquidity, as calculated and presented in accordance with GAAP.

								
Table M2: Reconciliation of EBITDA to Net Income	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Net income	$	12,227		 	$	12,501		
Adjustments:	 	 	 	
Other expense/(income), net	644		 	(154	)	
Interest expense, net	2,916		 	3,698		
Losses from equity method investment	170		 	195		
Provision for income taxes	5,730		 	6,330		
Depreciation and amortization	11,286		 	11,946		
EBITDA—Non-GAAP Measure	32,973		 	34,516		

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Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash from operations, and borrowings under our debt financing arrangements. We believe these sources will be sufficient to fund our planned operations and capital expenditures. See Note 9 to the Consolidated Financial Statements for a more detailed discussion of our debt financing arrangements.

								
Table M3: Net Change in Cash and Cash Equivalents	
 	For the Three Months Ended	
 	March 31, 2017	 	March 31, 2016	
 	(in thousands)	
Net cash provided by operating activities	$	18,536		 	$	16,841		
Net cash used in investing activities	(5,670	)	 	(222	)	
Net cash used in financing activities	(6,611	)	 	(27,013	)	
Effect of foreign exchange rates on cash and cash equivalents	117		 	487		
Net change in cash and cash equivalents	$	6,372		 	$	(9,907	)	
Net Cash Provided By Operating Activities
Net cash provided by operating activities for the three months ended March 31, 2017 and 2016 was $18.5 million and $16.8 million , respectively. The increase of $1.7 million in 2017 compared to 2016 was primarily driven by an improvement in working capital.
Net Cash Used In Investing Activities
Net cash used in investing activities for the three months ended March 31, 2017 was $5.7 million , compared to $0.2 million for the three months ended March 31, 2016 . The investing activities for the three months ended March 31, 2017 primarily reflect an aggregate of $5.4 million in capital expenditures and software purchased or developed, compared to $0.3 million for the three months ended March 31, 2016 , partially offset by distributions and contributions related to our equity investment in Seven Hills.
Net Cash Used In Financing Activities
Net cash used in financing activities for the three months ended March 31, 2017 was $6.6 million , compared to $27.0 million for the three months ended March 31, 2016 . During the three months ended March 31, 2017 , we repriced the Amended and Restated Credit Agreement, resulting in a net outflow of $0.6 million . See Note 9 to the Consolidated Financial Statements for a more detailed discussion of the repricing. We made principal payments on our outstanding debt of $0.7 million and $10.0 million for the three months ended March 31, 2017 and 2016 , respectively. We also deployed $5.2 million and $17.0 million during three months ended March 31, 2017 and 2016 , respectively, to repurchase common stock.
Critical Accounting Policies and Estimates
The preparation of our financial statements requires us to make estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses during the periods presented. Our 2016 10-K includes a summary of the
critical accounting policies we believe are the most important to aid in understanding our financial results. There have been no
changes to those critical accounting policies that have had a material impact on our reported amounts of assets, liabilities,
revenues or expenses during the three months ended March 31, 2017.

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Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are included throughout this Quarterly Report on Form 10-Q, 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 "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 Quarterly Report on Form 10-Q. 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 ceasing or reducing operations or switching to natural gas;	
		
•	changes to environmental and safety laws and regulations requiring modifications to our manufacturing systems;	
		
•	potential losses of customers;	
		
•	changes in affordability of energy and transportation costs;	
		
•	material disruptions at our facilities or the facilities of our suppliers;	
		
•	disruptions to our supply of paperboard liner, including termination of the WestRock contract;	
		
•	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; and	
		
•	additional factors discussed under the sections captioned "Risk Factors," "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Business" in our SEC filings.	
The forward-looking statements contained in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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.

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Item 3. 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, commodity price risk associated with our input costs and counterparty risk. We use derivative instruments to manage selected commodity price and interest rate exposures.
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 March 31, 2017 , we had $57.9 million in cash and cash equivalents. The interest expense associated with the term loan and revolving credit facility under the Amended and Restated Credit Agreement 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 term loan under the Amended and Restated Credit Agreement has a LIBOR floor of 0.75% . A rise of interest rate levels would increase our interest expense and a reduction in interest rates to the floor would decrease our interest expense slightly as the LIBOR specified in the calculation of interest during the first quarter was slightly above the floor. A hypothetical 1.00% increase in interest rates would have increased interest expense by approximately $0.4 million for the three months ended March 31, 2017 , while a hypothetical 1.00% decrease in interest rate would have decreased interest expense by $0.1 million . We based this sensitivity calculation on the three month LIBOR rate of 0.1% as of February 28, 2017 in accordance with the measurement date specified in the Amended and Restated Credit Agreement.
As of March 31, 2017 , we had interest rate swaps with a combined notional amount of $100.0 million and a 3 year remaining term, which swapped the floating interest rate on a portion of the term loan under the Amended and Restated Credit Agreement to an average fixed rate of 1.323% . The fair value of these interest rate swaps was $1.9 million as of March 31, 2017 .
The return on our cash equivalents balance was less than 1%. 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 8.5% and 7.0% of our net sales for the three months ended March 31, 2017 and 2016 , respectively, 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 $0.1 million based on results for the three months ended March 31, 2017 . This may differ from actual results depending on the level of sales volumes in Canada. During the reported periods 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. As of March 31, 2017 , the Company had nine natural gas swap contracts for a portion of natural gas usage. The contracts mature between April 30, 2017 and October 31, 2017 . Other than the natural gas swap contracts 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.
Counterparty Risk
The Company is exposed to credit losses in the event of nonperformance by the counterparties to the Company’s derivative instruments. All of the Company’s counterparties have investment grade credit ratings; accordingly, the Company anticipates that the counterparties will be able to fully satisfy their obligations under the contracts. The Company’s agreements outline the conditions upon which it or the counterparties are required to post collateral. As of March 31, 2017 , the Company had no collateral posted with its counterparties related to the derivatives.
Seasonality
Sales of our wallboard products are seasonal, similar to many building products, in that sales are generally slightly higher from spring through autumn when construction activity is greatest in our markets.

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Item 4. CONTROLS AND PROCEDURES
Management's Evaluation of Disclosure Controls and Procedures.  The Company's management carried out the evaluation of the effectiveness of Company's disclosure controls and procedures (as defined under Rule 13a-15(e) of the Exchange Act), required by paragraph (b) of Exchange Act Rules 13a-15, under the supervision and with the participation of Company's the Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 31, 2017 .
Changes in Internal Control Over Financial Reporting.  There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations in Control Systems.  The design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, or that the degree of compliance with the policies or procedures may not deteriorate. Because of their inherent limitations, disclosure controls and procedures may not prevent or detect all misstatements. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

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Table of Contents

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we have been, and may in the future become involved in, litigation or other legal proceedings relating to claims arising in the normal course of business. In the opinion of management, there are no pending or threatened legal proceedings which would reasonably be expected to have a material adverse effect on our business or results of operations. We may become involved in material legal proceedings in the future.
See Note 16 to the Consolidated Financial Statements for a description of certain legal proceedings.
Item 1A. Risk Factors
There were no material changes during the three months ended March 31, 2017 to the risk factors previously disclosed in the 2016 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None
(b) None
(c) On November 4, 2015, our Board of Directors approved a new stock repurchase program authorizing us to repurchase up to $50 million of our common stock, at such times and prices as determined by management as market conditions warrant, through December 31, 2016. On August 3, 2016, our Board of Directors increased the aggregate authorization from up to $50 million to up to $100 million and extended the expiration date to December 31, 2017. On February 21, 2017 , the Board of Directors approved a further expansion of our stock repurchase program, increasing the total amount of our common stock we are authorized to repurchase from $100 million to $200 million and extended the expiration date to December 31, 2018 .

															
Common Stock Repurchase Activity During the Three Months Ended March 31, 2017	
Period	 	Total Number of Shares Purchased	 	Average Price Paid Per Share	 	Total Number of Shares Purchased as Part of the Publicly Announced Plans or Programs	 	Maximum Dollar Value That May Yet Be Purchased Under the Plans or Programs (a)	
January 1 - January 31, 2017	 	136,623		 	$	23.25		 	136,623		 	$	48,102,179		
February 1 - February 28, 2017	 	—		 	—		 	—		 	148,102,179		
March 1 - March 31, 2017	 	80,500		 	25.59		 	80,500		 	146,042,231		
Total	 	217,123		 	$	24.12		 	217,123		 	 	
Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.

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Item 6. Exhibits

	
				
Exhibit
No.	  	Description of Exhibit	 	
 	 	 	 	
10.1+	  	Gypsum Contract (Miami Fort Station) dated as of January 17, 2017 between Dynegy Miami Fort LLC and Continental Silver Grove LLC.	*	
 	 	 	 	
10.2+	  	Gypsum Contract (Zimmer Station) dated as of January 17, 2017 between Dynegy Zimmer LLC and Continental Silver Grove LLC.	*	
10.3	 	Replacement Facility Amendment dated as of February 21, 2017 among Continental Building Products Operating Company, LLC, the Lender Party thereto and Credit Suisse AG as Administrative Agent.	*	
 	 	 	 	
31.1	  	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*	
 	 	 	 	
31.2	  	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*	
 	 	 	 	
32.1	  	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*	
 	 	 	 	
101.INS	 	XBRL Instance Document.	*	
 	 	 	 	
101.SCH	 	XBRL Taxonomy Extension Schema Document.	*	
 	 	 	 	
101.CAL	 	XBRL Taxonomy Calculation Linkbase Document.	*	
 	 	 	 	
101.DEF	 	XBRL Taxonomy Definition Linkbase Document.	*	
 	 	 	 	
101.LAB	 	XBRL Taxonomy Label Linkbase Document.	*	
 	 	 	 	
101.PRE	 	XBRL Taxonomy Presentation Linkbase Document.	*	

	
			
*	 	Filed herewith.	
+	 	Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.	

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				
CONTINENTAL BUILDING PRODUCTS, INC.	 	 	
 	 	 	 	
 	/s/ James Bachmann	 	May 5, 2017	
By:	James Bachmann	 	 	
 	President and Chief Executive Officer	 	 	
 	(Principal Executive Officer)	 	 	
 	 	 	 	
 	/s/ Dennis Schemm	 	May 5, 2017	
By:	Dennis Schemm	 	 	
 	Senior Vice President and Chief Financial Officer	 	 	
 	(Principal Financial Officer)	 	 	

28

Exhibit 10.3

EXECUTION VERSION

REPLACEMENT FACILITY AMENDMENT

dated as of

February 21, 2017,

among

CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC,

THE LENDER PARTY HERETO

and

CREDIT SUISSE AG,
as Administrative Agent

------------
CITIGROUP GLOBAL MARKETS INC.,
and
CREDIT SUISSE SECURITIES (USA) LLC
as Joint Lead Arrangers
and
Joint Bookrunners

This REPLACEMENT FACILITY AMENDMENT, dated as of February 21, 2017 (this “ First Amendment ”), to the Amended and Restated Credit Agreement, dated as of August 18, 2016 (as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), among Continental Building Products, Inc., a Delaware corporation (including any Successor Holdings, “ Holdings ”), Continental Building Products Operating Company, LLC, a Delaware limited liability company (including any Successor Borrower, 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 thereto as lenders and as issuing banks and Credit Suisse AG, as administrative agent and collateral agent (together with its successors in such capacities, the “ Administrative Agent ”) is made pursuant to Section 2.24 of the Credit Agreement. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement.
PRELIMINARY STATEMENTS
The US Borrower has requested that the Credit Agreement be amended pursuant to Section 2.24 thereof to replace, in full, all Term Loans outstanding immediately prior to the effectiveness of this First Amendment (the “ Existing Term Loans ”) with a replacement tranche of term loans (the “ Replacement Term Loans ”), and which Replacement Term Loans shall have the same terms (other than to the extent expressly provided otherwise in this First Amendment) under the Loan Documents as the Existing Term Loans.
The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “ Replacement Term Lender ”) (a) will be deemed to have irrevocably agreed to the terms of this First Amendment and to have irrevocably committed to make the Replacement Term Loans to the US Borrower on the First Amendment Effective Date in the full amount set forth opposite the name of the Replacement Term Lender on Schedule A hereto and (b) upon the First Amendment Effective Date, will make such Replacement Term Loans to the US Borrower. The aggregate proceeds of the Replacement Term Loans will be used to replace, in full, all Existing Term Loans and pay related fees, costs and expenses, on the terms and subject to the conditions set forth herein.
To accomplish the foregoing (a) the US Borrower, the Administrative Agent and the Replacement Term Lender are willing to amend the Credit Agreement pursuant to Section 2.24 thereof as set forth below (the Credit Agreement as amended hereby, the “ Amended Credit Agreement ”) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, which will replace, in full, all Existing Term Loans, in each case, on the First Amendment Effective Date, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

		
SECTION 1.	Amendments to Credit Agreement . The US Borrower, the Administrative Agent and the Replacement Term Lender hereby agree that the Credit Agreement shall be amended as follows:	
(a) Section 1.1 of the Credit Agreement is hereby amended by adding thereto the following new defined terms in proper alphabetical order:
“ Existing Term Loans ”: as defined in the First Amendment.
“ First Amendment ”: that certain Replacement Facility Amendment, dated as of February 21, 2017, among the US Borrower, the Administrative Agent and the Lenders party thereto.
“ First Amendment Effective Date ”: the date of satisfaction of the conditions precedent referred to in Section 4 of the First Amendment.
“ Replacement Term Loans ”: as defined in the First Amendment.
(b) Section 1.1 of the Credit Agreement is hereby amended by amending and restating clause (a) of the definition of “Applicable Margin” in its entirety to read as follows:
“(a) with respect to Term Loans, the rate per annum equal to (i) for ABR Loans, 1.50%, and (ii) for Eurocurrency Loans, 2.50%, and”.
(c) Section 2.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“ Repayment of Term Loans . The Term Loan of each Term Loan Lender shall be repaid in consecutive quarterly installments on each of last Business Day of each March, June, September and December (each, a “ Term Loan Installment Date ”), commencing on March 31, 2017, each of which shall be in an amount equal to such Lender’s Term Loan Percentage multiplied by an amount equal to 0.25% of the original principal amount of the Term Loan Facility as of the First Amendment Effective Date; provided that the final principal repayment installment of the Term Loans repaid on the Term Loan Maturity Date shall be, in any event, in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date.
(d) Section 2.12 of the Credit Agreement is hereby amended by amending and restating clause (e) in its entirety to read as follows:
“(e) In the event that, prior to the date that is six (6) months after the First Amendment Effective Date, the US Borrower (i) makes any repayment, prepayment, purchase or buyback of 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 Term Loan Lenders (including any Non-Consenting Lender) (x) in the case of clause (i), a prepayment premium of 1.0% of the aggregate principal amount of the Term Loans so being prepaid, repaid or purchased and (y) in the case of clause (ii), an amount equal to 1.0% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to such Repricing Event.

(e) Section 3.14 of the Credit Agreement is hereby amended by adding the following new sentence immediately after the last sentence thereof:
“The proceeds of all Replacement Term Loans (as defined in the First Amendment) made on the First Amendment Effective Date will be used on the First Amendment Effective Date to (a) repay, in full, all principal of all Existing Term Loans (as defined in the First Amendment) and (b) pay fees, costs and expenses incurred in connection with the Replacement Term Loans, in each case on the terms and subject to the conditions set forth in the First Amendment.”

SECTION 2.	Replacement Term Lender; Replacement Term Loans; Administrative Agent Authorization .	
(a) Replacement Term Lender . Subject to the terms and conditions set forth herein and in the Credit Agreement, the Replacement Term Lender (i) irrevocably agrees to the terms of this First Amendment and (ii) irrevocably commits to make, on the First Amendment Effective Date, Replacement Term Loans in the full amount set forth opposite the name of the Replacement Term Lender on Schedule A hereto. The Replacement Term Lender further acknowledges and agrees that, as of and on the First Amendment Effective Date, it shall be a “Lender”, a “Term Loan Lender” and an “Additional Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.
(b) Replacement Term Loans .
(i) As of the First Amendment Effective Date, the Replacement Term Loans shall be “Term Loans” and “Replacement Term Loans” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the First Amendment Effective Date, other than to the extent expressly provided otherwise in this First Amendment. Without limiting the foregoing, the Replacement Term Loans (A) shall rank on a pari passu basis in right of payment and security with the Obligations in respect of the Revolving Credit Commitments and (B) shall have the same maturity date as the Existing Term Loans outstanding immediately prior to the First Amendment Effective Date.
(ii) On the First Amendment Effective Date, the Net Cash Proceeds of all Replacement Term Loans, if any, shall be applied in accordance with Section 3.14 of the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of the Replacement Term Loans shall not exceed the aggregate principal amount of the Existing Term Loans outstanding immediately prior to the First Amendment Effective Date (plus the amount of fees, costs and expenses incurred in connection with the Replacement Term Loans).
(iii) The Replacement Term Loans shall initially be Eurocurrency Term Loans with an Interest Period commencing on the First Amendment Effective Date and ending on the date specified by the US Borrower in the applicable Borrowing Request delivered by it pursuant to Section 4(a)(viii) below; provided that the initial Interest Period with respect to any Eurocurrency Borrowing made on the First Amendment Effective Date may be for such period specified in the applicable Borrowing Request that is reasonably acceptable to the Administrative Agent.
(iv) The US Borrower and the Administrative Agent hereby consent to any assignments made by the Replacement Term Lender or any affiliate thereof to the Persons included in the list of allocations separately provided to the US Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Replacement Term Loans.

(c) Administrative Agent Authorization . The US Borrower and the Replacement Term Lender hereby authorize the Administrative Agent to (i) determine all amounts, percentages and other information with respect to the Loans of each Lender, which amounts, percentages and other information may be determined only upon receipt by the Administrative Agent of the signature pages of the Replacement Term Lender (and each Consent to Replacement Facility Amendment) and (ii) enter and complete all such amounts, percentages and other information in the Amended Credit Agreement or scheduled thereto, as appropriate. The Administrative Agent’s determination and entry and completion shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the US Borrower under the Amended Credit Agreement, in each case, absent manifest error.
SECTION 3. Representations and Warranties . In order to induce the other parties hereto to enter into this First Amendment, the US Borrower hereby represents and warrants to each of the Replacement Term Lender and the Administrative Agent that, as of the First Amendment Effective Date: The US Borrower has the organizational power and authority, and the legal right, to enter into this First Amendment and to carry out the transactions contemplated by, and perform its obligations under, this First Amendment, the Amended Credit Agreement and the other Loan Documents;
(b) The US Borrower has taken all necessary organizational action to authorize the execution, delivery and performance of this First Amendment, the Amended Credit Agreement and the other Loan Documents;
(c) This First Amendment has been duly executed and delivered on behalf of the US Borrower and constitutes a legal, valid and binding obligation of the US Borrower, enforceable against the US Borrower in accordance with its terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and
(d) Each of the representations and warranties made by any Loan Agreement Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, except for representations and warranties expressly stated to relate to a specified date, in which case such representations and warranties are 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.
SECTION 4. Conditions to Effectiveness of this First Amendment .
(a) The effectiveness of this First Amendment shall become effective on the first date (the “ First Amendment Effective Date ”) on which the following conditions precedent are satisfied:
(i) The Administrative Agent shall have received (i) this First Amendment, executed and delivered by the US Borrower, the Administrative Agent and the Replacement Term Lender and (ii) a written instrument reasonably satisfactory to the Administrative Agent, executed and delivered by each Loan Agreement Party, pursuant to which each Loan Agreement Party (other than the US Borrower) consents to this First Amendment and the Replacement Term Loans and agrees that the Guarantee and Collateral Agreement and the other Security Documents to which it is party will continue to apply in respect of the Amended Credit Agreement (the “ Reaffirmation Agreement ”);
(ii) (A) The aggregate principal amount of the Replacement Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans outstanding on the First Amendment Effective Date immediately prior to the effectiveness of this First Amendment (plus the amount of fees, costs and expenses incurred in connection with the Replacement Term Loans), and (B) the US Borrower shall have, concurrently with the making of the Replacement Term Loans paid all accrued and unpaid interest and other amounts, if any, on the aggregate principal amount of the Existing Term Loans;

(iii) All fees and expenses in connection with this First Amendment or under any other Loan Document or other agreement with the US Borrower relating to the transactions contemplated hereby (including reasonable and documented out-of-pocket legal fees and expenses required to be paid by the US Borrower pursuant to Section 9.3(a) of the Amended Credit Agreement) payable by the US Borrower on or before the First Amendment Effective Date shall have been paid to the extent then due; provided that any such expenses shall be required to be paid, as a condition precedent to the First Amendment Effective Date, only to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date;
(iv) The Administrative Agent shall have received a solvency certificate in the form of Exhibit J to the Credit Agreement from a Responsible Officer of the US Borrower with respect to the solvency of the US Borrower and its Subsidiaries, on a consolidated basis, after giving effect to this First Amendment and the transactions contemplated hereby;
(v) The Administrative Agent shall have received a duly executed officer’s certificate of the US Borrower certifying, as of the First Amendment Effective Date, that (A) each of the representations and warranties set forth in Section 3 above are true and correct on and as of the First Amendment Effective Date and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to this First Amendment and the transactions contemplated hereby, or will result therefrom;
(vi) The Administrative Agent shall have received the following:
(A) a copy of a short form certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each Loan Agreement Party is organized, dated reasonably near the First Amendment Effective Date, certifying that such Loan Agreement Party is duly organized and in good standing or full force and effect under the laws of such jurisdiction; and
(B) a certificate of the Secretary or Assistant Secretary of the US Borrower and each Loan Agreement Party party to the Reaffirmation Agreement, dated the First Amendment Effective Date and certifying (1) (x) 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 First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below or (y) that the by-laws, or operating, management or partnership agreement of such Loan Agreement Party provided in the certificate delivered on the Closing Date are still in effect, (2) (x) 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, delivery and performance of the this First Amendment and the borrowings hereunder, in the case of the US Borrower, and any Loan Documents to which each such Loan Agreement Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect or (y) that the resolutions adopted by the board of directors, board of managers or members of other governing body, as applicable, of such Loan Agreement Party in connection with the entry into the Credit Agreement on the Closing Date have not been modified, rescinded or amended and are in full force and effect, and (3) (x) as to the incumbency and specimen signature of each officer executing this First Amendment or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Agreement Party or (y) that the incumbency and specimen signature of each officer executing this First Amendment provided on the Closing Date have not changed;
(vii) The Administrative Agent shall have received the legal opinion of Gibson, Dunn & Crutcher LLP, counsel to Holdings, the US Borrower and certain of its Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent (on behalf of any Person that will

become a Lender of the Replacement Term Loans and is not a Lender immediately prior to the First Amendment Effective Date); and
(viii) Delivery of a Borrowing Request pursuant to Section 2.9 of the Credit Agreement.
(b) The borrowing of the Replacement Term Loans pursuant to this First Amendment shall constitute a representation and warranty by the US Borrower as of the First Amendment Effective Date that the conditions contained in Section 4.2 of the Credit Agreement have been satisfied.
SECTION 5. Miscellaneous .
(a) Waiver of Integral Multiple Requirement . The requirement in Section 2.24(a) of the Credit Agreement that the Replacement Term Loans are incurred in an integral multiple of $1,000,000 is hereby waived in respect of the Replacement Term Loans contemplated by this First Amendment. Each holder of Existing Term Loans that executes and delivers a Consent to Replacement Facility Amendment in respect of this First Amendment on or prior to the First Amendment Effective Date (which holders constitute the Required Lenders under the Credit Agreement as in effective immediately prior to the First Amendment Effective Date) will be deemed to have consented to the waiver contained in this Section 5(a).
(b) Reference to and Effect on the Credit Agreement and the Other Loan Documents .
(i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this First Amendment.
(ii) This First Amendment shall constitute a “Replacement Facility Amendment” pursuant to Section 2.24 of the Credit Agreement under, and for all purposes of the Credit Agreement and the other Loan Documents. This First Amendment is a Loan Document as defined in the Credit Agreement.
(iii) Except as specifically amended by this First Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
(iv) The execution, delivery and performance of this First Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
(v) This First Amendment shall constitute the notice required under Section 2.24(c) of the Credit Agreement.
(c) Headings . Section and subsection headings used herein are for convenience of reference only, are not part of this First Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
(d) Integration, Applicable Law and Waiver of Jury Trial . The provisions of Sections 9.7 (Severability), 9.9 (Governing Law; Jurisdiction; Consent to Service of Process) and 9.10 (Waiver of Right to Trial by Jury) of the Credit Agreement shall apply with like effect to this First Amendment.
(e) Counterparts . This First Amendment 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. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or other electronic transmission (e.g., “PDF” or “TIFF”) shall be effective as delivery of a manually executed counterpart of this First Amendment.
(f) Effectiveness . This First Amendment shall become effective on the First Amendment Effective Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
(g) Post-Effective Requirements . Within 90 days after the First Amendment Effective Date (or (x) within 180 days after the First Amendment Effective Date with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) in connection with the entry into the Replacement Term Loans under the Amended Credit Agreement, or (y) by such later date as the

Administrative Agent in its sole discretion may permit), subject to clause (11) of the definition of the term “Excluded Assets”, the US Borrower shall deliver, with respect to each Mortgage encumbering a Mortgaged Property, (i) an amendment or an amendment and restatement thereof (or a new mortgage, if reasonably required to perfect a first lien security interest in the applicable Mortgaged Property) (each, a “Mortgage Amendment”) approved by local counsel reasonably acceptable to the Administrative Agent, setting forth such changes as are reasonably necessary to reflect that the lien securing the Obligations under the Amended Credit Agreement encumbers such Mortgaged Property and to further grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected; (ii) for all Mortgaged Properties, date down and modification endorsements to the mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the Mortgaged Properties, in each case, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Amended Credit Agreement, and in each case in form and substance reasonably satisfactory to the Administrative Agent, (iii) a favorable opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent (it being understood and agreed that the form and substance of the opinions previously delivered in connection with the Mortgages are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local counsel reasonably acceptable to the Administrative Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Replacement Term Loans and other extensions of credit thereunder. For the avoidance of doubt, it is understood and agreed that US Borrower’s satisfaction of the foregoing requirements (i) through (iv) with respect to any Mortgaged Property shall also deemed to be a satisfaction of any and all obligations under Section 4.1(k)(A)-(B) of the Credit Agreement, if any, with respect to such Mortgaged Property. The US Borrower shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent (it being understood and agreed that US Borrower shall not be required to provide any information in excess of that which was previously provided in connection with the Amended Credit Agreement).

[ Signature pages follow ]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC
By: _ /s/ Dennis Schemm _________________
Name: Dennis Schemm
Title: Senior Vice President and Chief Financial Officer

[ Signature Page to Replacement Facility Amendment ]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent
By: __ /s/ Mikhail Faybusovich _________
Name: Mikhail Faybusovich
Title: Authorized Signatory

By: __/s/ Warren Van Heyst__ _________
Name: Warren Van Heyst
Title: Authorized Signatory

[ Signature Page to Replacement Facility Amendment ]

CITIBANK, N.A., individually and as the Replacement Term Lender
By: __/s/ Justin Tichauer _______________
Name: Justin Tichauer
Title: Managing Director

[ Signature Page to Replacement Facility Amendment ]

SCHEDULE A

Replacement Term Loan Commitments

	
		
Replacement Term Lender	Replacement Term Loans	
Citibank, N.A.	$273,625,000	
TOTAL	$273,625,000	

Exhibit 10.1+
Certain confidential information has been omitted from this Exhibit 10.1 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 10.1 where the omitted information appeared in the original.
GYPSUM CONTRACT
(Miami Fort Station)
This Gypsum Contract (“ Contract ”) executed January 17, 2017, but effective as of January 1, 2017 (“ Effective Date ”) is between Dynegy Miami Fort, LLC (“ Seller ”) and Continental Silver Grove, LLC (“ Buyer ”). Seller and Buyer may be referred to collectively as the “ Parties ” or individually as a “ Party ”.
RECITALS
WHEREAS, Seller is the operator of Units 7 and 8 of the Miami Fort Generating Station located in North Bend, Ohio (the “ Miami Fort Station ”);
WHEREAS, Seller wishes to sell synthetic gypsum which complies with the requirements set forth on Exhibit A (“ Complying Gypsum ”) from the Miami Fort Station to Buyer, and Buyer wishes to purchase synthetic gypsum from Seller on the terms and conditions set forth herein, and Buyer will use the Complying Gypsum to produce wallboard and other gypsum-related products at Buyer’s facility in Silver Grove, Kentucky (the “ Buyer Plant ”), or elsewhere, and may also resell it to others; and
WHEREAS, concurrently herewith, Buyer and Seller’s affiliate, Dynegy Zimmer, LLC (“ Zimmer Seller ”), have executed that certain Gypsum Contract of even date herewith pursuant to which Zimmer Seller will sell to Buyer and Buyer will purchase from Zimmer Seller gypsum generated by the Wm. H. Zimmer Generating Station (the “ Zimmer Station ”) (the “ Zimmer Contract ”).
NOW, THEREFORE, in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:

1.	Purchase of Minimum and Maximum Amounts of Gypsum	
1.1. Minimum and Maximum Amounts .
1.1.1. During each Contract Year, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, at a minimum, the amount of tons of Complying Gypsum that is equal to the greater of (i) * * * (the “ Minimum Amount ”); provided that (A) if in any Contract Year the Miami Fort Station and the Zimmer Station are collectively scheduled to have at least one hundred (100) outage days for such Contract Year, then the Minimum Amount for such Contract Year shall be the lesser of * * *; provided, further that if the Miami Fort Station and the Zimmer Station are collectively scheduled to have at least one hundred outage days in any Contract Year that is five or fewer years after a Contract Year in which the Miami Fort Station and the Zimmer Station collectively had at least one hundred outage days, the Minimum Amount for such later Contract Year shall be * * * and (B) in no event shall Seller be obligated to sell or Buyer obligated to purchase more than the amount of tons of Complying Gypsum that is equal to * * * (the “ Maximum Amount ”). The Minimum Amount and Maximum Amount shall be adjusted as provided in this Contract. Each “ Contract Year ” shall begin on January 1 and end on the following December 31. As used in this Contract “ ton ” means (i) dry tons when calculating the payments to be made by Buyer under Section 17 or the price discounts and incentives under Sections 2.2.1 and 2.2.2 and (ii) wet tons for all other

cases under this Contract (including the calculation of the Minimum Amount, the Maximum Amount and any liquidated damages). As used in this Contract, “ Scheduled Operating Days ” means the days the Miami Fort Station is scheduled to be operating, as specified in each annual notice delivered pursuant to Section 1.1.4 .
1.1.2. Notwithstanding the provisions of Section 1.1.1 , on January 1, 2021 and January 1 st of every fourth Contract Year thereafter, the Parties shall reevaluate the Minimum Amount and the Maximum Amount. The Parties shall meet and negotiate in good faith for a period of ninety (90) days to determine if the Minimum Amount and Maximum Amount should be adjusted based on current conditions, including the capacity of the Miami Fort Station to generate Complying Gypsum based on market conditions, operating conditions, fuel source and the ability of the Buyer Plant to accept and process Complying Gypsum, and other applicable factors. If the Parties are unable to agree on a Minimum Amount and Maximum Amount at the end of any such 90-day negotiating period, then (i) if Seller has requested a decrease to the Minimum Amount, the Minimum Amount and the Maximum Amount shall each be * * * from that existing immediately before the start of such negotiations, and (ii) if Seller requests an increase to the Minimum Amount, then the Minimum Amount and the Maximum Amount shall each be * * * from that existing immediately before the start of such negotiations. Any change to the Minimum Amount or Maximum Amount agreed to by the Parties shall be memorialized in an amendment to this Contract. For the avoidance of doubt, the Parties agree that the Maximum Amount shall always equal * * *.
1.1.3. Without limiting Buyer’s obligation under this Contract to accept and pay for all Complying Gypsum under this Contract up to the Maximum Amount, if Buyer is refusing to accept gypsum for reasons that are not permitted by this Contract, Buyer shall first refuse to accept gypsum under the Zimmer Contract before refusing to accept gypsum under this Contract.
1.1.4. No later than October 31 st of each Contract Year, Seller shall provide Buyer the Minimum Amount, Maximum Amount and the Scheduled Operating Days for the following Contract Year.

1.2. Failure of Seller to Deliver Minimum Amount . Notwithstanding the terms of Section 1.1 , if during any Contract Year, Seller fails to deliver the Minimum Amount to Buyer, Seller shall be permitted to count any tons of gypsum delivered to Buyer under the Zimmer Contract in excess of the minimum amounts required to be delivered under the Zimmer Contract (the “ Zimmer Surplus Amount ”) toward the Minimum Amount delivered under this Contract. During any Contract Year, if Seller fails to deliver the Minimum Amount after adding any Zimmer Surplus Amount, and Seller’s failure to deliver is not due to Force Majeure, Seller will pay Buyer liquidated damages equal to the number of tons of Complying Gypsum by which Seller fails to meet the Minimum Amount (after adding any Zimmer Surplus Amount) multiplied by two times the Base Contract Price per ton then in effect during the period for which Seller fails to deliver the Minimum Amount (the “ Minimum Amount LD Rate ”). Such damages shall be credited to Buyer forty-five (45) 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, Seller shall pay Buyer the balance due on any such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Term, Seller shall pay any credit owed Buyer within forty-five (45) days. For the avoidance of doubt, there shall be no duplication of liquidated damages owed under this Section 1.2 and liquidated damages owed under Section 1.2 of the Zimmer Contract for the failure of Zimmer Seller to deliver the minimum amount of gypsum required under the Zimmer Contract.

1.3. Failure of Buyer to Purchase Maximum Amount . Buyer must accept and pay for all Complying Gypsum Seller is able to deliver up to the Maximum Amount. During any Contract Year, if Buyer fails to accept Complying Gypsum up to the Maximum Amount and Buyer’s failure is not due to Force Majeure, Buyer shall pay Seller liquidated damages equal to the number of tons of Complying Gypsum by which Buyer fails to take the Maximum Amount multiplied by two times the Base Contract Price per ton then in effect during the period for which Buyer fails to purchase the Maximum Amount (the “ Maximum Amount LD Rate ”). Buyer shall pay any amount due pursuant to this Section 1.3 within forty-five (45) days after the end of the applicable Contract Year. Nothing herein shall affect the validity of Section 1.1.1 .
1.4. Excess Amount . If the amount of Complying Gypsum Seller is capable of delivering to Buyer exceeds the Maximum Amount (“ Excess Amount ”), Buyer may accept or decline to receive the Excess Amount at its sole discretion. Seller shall first offer such Excess Amount to Buyer and Buyer must respond within fifteen (15) days. If Buyer 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 Buyer declines to accept the Excess Amount of Complying Gypsum, Seller 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. If Buyer desires to take any gypsum in excess of the Maximum Amount, Buyer will take any Excess Amount available under this Contract before taking any excess gypsum under the Zimmer Contract.
1.5. Sole Remedy . The liquidated damages payable by Seller under Section 1.2 shall be the sole remedy to Buyer for Seller’s failure to deliver the Minimum Amount of Complying Gypsum. The liquidated damages payable by Buyer under Section 1.3 shall be the sole remedy to Seller for Buyer’s failure to take up to the Maximum Amount of Complying Gypsum. It is expressly agreed that the liquidated damages payable under this Contract do not constitute a penalty and that the Parties have negotiated in good faith for such specific liquidated damages and have agreed that the amount of such liquidated damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or nonfeasibility of obtaining any adequate remedy.
		
2.	Complying Gypsum .	
2.1. Specifications . Complying Gypsum shall meet each of the specifications set forth in Exhibit A. Gypsum shall be sampled by Seller, and its compliance with the specifications of Exhibit A shall be determined, in accordance with the protocols set forth in Exhibit A, at the time of such sampling. Sampling shall be at Seller’s expense. Sampling data will be promptly transmitted electronically, and in any event Seller shall use commercially reasonable efforts to transmit the data in the same day, to ensure Buyer is informed of the status of the gypsum quality.
2.2. Moisture Content . Buyer 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.
2.2.1. Price Discount . If the annual average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Buyer shall be entitled to a price discount (on a dry ton basis) equal to:

	
		
Moisture Content	Price Discount	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	

Any discount owed to Buyer 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, Seller shall pay Buyer the balance due on any such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Term, Seller shall pay any credit owed Buyer within forty-five (45) days.
2.2.2. Price Incentive . If the annual average moisture content is * * * or less, rounded to the nearest one-tenth of a percentage point, Seller shall be entitled to a price incentive (on a dry ton basis) as follows:

		
Moisture Content	Price Incentive	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	

Any incentive balance owed to Seller 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 Buyer to Seller at the end of the Term, Buyer shall pay the difference to Seller within forty-five (45) days.

3.	Non-Complying Gypsum .	

3.1.	Rejection Prior to Delivery . Prior to taking delivery of gypsum, Buyer 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 Seller. If Buyer accepts the Non-Complying Gypsum, the Parties shall mutually agree in writing on price and delivery terms and such Non-Complying Gypsum will be included in the total tonnage delivered during such applicable Contract Year.	

3.2.	Rejection After Delivery . If Buyer believes it has taken delivery to its barge staging area of what it believes is Non-Complying Gypsum, then within ten (10) days after such delivery the Parties shall commence and follow the procedures set forth on Exhibit B.	

4.	Delivery .	
		
4.1.	Delivery by Barge . Seller will deliver Complying Gypsum by loading it onto Buyer’s open-hopper barges at the Miami Fort Station harbor. A belt scale at Miami Fort S	

tation will weigh the gypsum immediately prior to loading on the open-hopper barges. Seller 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. Buyer shall have the right to observe the weighing of gypsum, and the testing and calibration of the belt scale. Seller shall provide advance notice, upon request, to Buyer 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. Seller shall provide the results of each calibration on the next invoice sent to Buyer. During any period when Seller’s belt scale is inoperable, the Parties shall mutually agree to a procedure for determining the quantity of the gypsum delivered.
		
4.2.	Buyer’s Barges . All of Buyer’s barges entering the Miami Fort Station harbor shall be seaworthy, in good operating condition and repair, and in compliance with all Applicable Laws. Seller will maintain the Miami Fort Station harbor to accommodate at least * * *. When Seller dredges the Miami Fort Station harbor in the normal course of maintaining it, Seller will dredge to a depth to accommodate deep draft barges. Seller may reject any barges that contain free water in the cargo hold and will give Buyer customary notice of such rejection. Seller shall give Buyer customary notice of the number of barges Seller expects will be required to remove gypsum the following day. In accordance with such notice, Buyer must provide a sufficient number of barges to transport all of the gypsum delivered under this Contract on a timely basis. Seller shall provide space at the Miami Fort Station harbor for * * * deep draft barges at any time.	
		
4.3.	Delivery by Truck . Upon ten (10) days’ notice to Seller, Buyer shall have the right to require Seller to load gypsum onto trucks that are supplied by Buyer, provided that (i) Buyer shall be limited to 50 trucks a day, and (ii) Buyer shall not have the right to take delivery of gypsum by truck for more than two (2) weeks during any 6-month period. Any loading of trucks shall be during Seller’s normal operating hours for truck deliveries and 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. Gypsum loaded onto trucks will incur an additional truck-loading fee of * * * per ton (escalated in the same manner as the Base Contract Price set forth in Section 6 ) (the “ Truck Loading Fee ”) paid by Buyer to Seller to offset the additional labor and equipment needed for truck loading operations instead of loading barges.	
		
4.4.	Delivery by Rail . By mutual agreement of the Parties, Buyer shall have the right to require Seller to load gypsum on to railcars supplied by Buyer. The terms of the railcar loading shall be negotiated at the time the Parties agree on using this method of transportation.	
		
4.5.	Non-Complying Gypsum . If Buyer elects to purchase and take Non-Complying Gypsum, Seller will deliver the Non-Complying Gypsum to Buyer by the same methods and under the same terms and conditions for loading Complying Gypsum.	
		
4.6.	Scheduling . Buyer will be responsible for all carrier scheduling and logistics including costs and contracting arrangements. Seller shall give notice to Buyer 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 Buyer’s gypsum carrier.	

		
4.7.	Title and Risk of Loss . 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 Seller to Buyer.	
		
4.8.	Motor Carriers and Barge Operators . The only persons permitted to access the Miami Fort Station by or on behalf of Buyer under this Contract are motor carriers and barge operators, provided that Buyer shall deliver to Seller for Seller’s approval a written list of motor carriers and barge operators that Buyer proposes to engage or use in the performance of the transportation of gypsum before any such person accesses the Miami Fort Station, and Seller shall have the right to approve or reject each proposed motor carrier or barge operator. Buyer shall ensure that each motor carrier or barge operator (i) holds all required permits with all applicable governmental authorities, (ii) is qualified and competent to transport gypsum, (iii) holds all insurance required under Section 19 and by Applicable Laws, (iv) conducts the hauling of all gypsum under this Contract in such a manner as required to prevent any material amounts of gypsum from being blown or falling off its vehicle or barge, as applicable, during transportation or becoming an environmental nuisance or source of complaint, and (v) has a copy of the Material Safety Data Sheet (MSDS) for the gypsum being transported available in its vehicle or barge transporting such gypsum. Buyer shall promptly remove any personnel of any Buyer Party at the Miami Fort Station if, in Seller’s commercially reasonable judgment it is desirable (including any personnel who, in Seller’s commercially reasonable judgment, is unsafe, incompetent, careless, unqualified to perform the work assigned to such person, creates an unsafe or hostile work environment, disregards the terms and conditions of this Contract, or is interrupting, interfering with or impeding the timely and proper completion of the work), and SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER AGREES, WITHOUT LIMIT AND AT ITS OWN COST, TO RELEASE, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNIFIED PARTIES HARMLESS FOR, FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RESULTING FROM ANY SUCH REMOVAL OTHER THAN ANY REMOVAL BY SELLER THAT IS ULTIMATELY DETERMINED TO BE FOR A REASON THAT IS PROHIBITED BY APPLICABLE LAW. Buyer shall be responsible for observance by all barge operators and motor carriers of all the provisions of this Contract applicable to such barge operator’s or motor carrier’s performance, and Buyer shall be fully responsible to Seller for the acts or omissions of any barge operator or motor carrier as if Buyer itself had acted or failed to act.	
		
4.9.	Safety at the Miami Fort Station . Seller is concerned with the safety of all persons on its property, and imposes certain reasonable restrictions in an attempt to insure their safety. Buyer shall have a safety program that complies with all Applicable Laws, industry standards and Seller’s health, safety and environmental rules, regulations and policies in effect at any given time at the Miami Fort Station (“ Seller’s Policies ”). In recognition of these concerns, Seller requires that Buyer or any persons or entities acting by, through or under Buyer (including barge operators or motor carriers) comply with any and all policies, directions and safety requirements or instructions, whether verbal, written, or otherwise, while at the Miami Fort Station, as communicated to Buyer by Seller, directly or indirectly, including Seller’s Policies. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RELATING TO, OR RESULTING FROM THE FAILURE OF BUYER OR ANY PERSONS ACTING BY, THROUGH OR UNDER BUYER (	

INCLUDING BARGE OPERATORS OR MOTOR CARRIERS) TO COMPLY WITH ANY AND ALL POLICIES, DIRECTIONS AND SAFETY REQUIREMENTS OR INSTRUCTIONS, WHETHER VERBAL, WRITTEN, OR OTHERWISE (INCLUDING SELLER’S POLICIES), WHILE AT THE MIAMI FORT STATION.
		
4.10.	Use of Miami Fort Station . Buyer shall cause all barge operators and motor carriers to confine their materials and equipment and the operations of its personnel at the Miami Fort Station to the limits indicated by Seller, and to not unreasonably encumber the Miami Fort Station. Buyer shall cause all barge operators and motor carriers to remove all rubbish and waste material from the Miami Fort Station caused by such barge operators or motor carriers or an operation under their charge. Buyer shall cause all barge operators and motor carriers to promptly remove all equipment from the Miami Fort Station and clean up its refuse and debris upon completion of the loading of each shipment of Gypsum. Buyer shall promptly repair at its expense any damage to any of Seller’s real or personal property (including the Miami Fort Station) caused by any Buyer Party.	
		
5.	Term .	
		
5.1.	Contract Term . The “ Term ” of this Contract shall commence on the Effective Date and terminate on twentieth (20 th ) anniversary of the Effective Date, unless earlier terminated pursuant to the terms of this Contract. Commencing on the nineteenth (19 th ) anniversary of the Effective Date, the Parties will commence good faith negotiations on a possible extension of this Contract; provided that nothing herein shall require either Party to agree to any such extension.	
		
5.2.	* * *	
		
6.	Base Contract Price . The “ Base Contract Price ” per ton of Complying Gypsum shall be * * * per dry ton for each ton of Complying Gypsum delivered hereunder, subject to annual adjustment on * * *. The annual adjustment shall be based on * * *. The Base Contract Price includes all costs of producing, acquiring and loading Complying Gypsum to Buyer. Unless otherwise agreed, Non-Complying Gypsum will be priced at * * *.	
		
7.	Representations and Warranties . On the Effective Date, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Contract; (iii) 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; (iv) 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, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (v) there are no Bankruptcy Proceedings, as defined herein, pending or being contemplated by it or, to its knowledge, threatened against it; and (vi) 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 obligations under this Contract.	

		
8.	Additional Warranties of Owner .	
		
8.1.	Specifications . Seller warrants that the gypsum delivered to Buyer’s barges will be Complying Gypsum, as determined pursuant to the testing protocols contained in Exhibit A, except for any Non-Complying Gypsum that Buyer has agreed to accept. Buyer’s sole and exclusive remedy for any failure of Seller to comply with its warranty obligations in the preceding sentence shall be Buyer’s right to reject Non-Complying Gypsum or receive compensation in the manner provided in Section 3 .	
		
8.2.	Title . Seller warrants that it will have, at all times during the Term of this Contract, good and valid title to the gypsum to be delivered hereunder, and that upon delivery of the gypsum, title thereto shall pass to Buyer free and clear of all liens and encumbrances.	
		
8.3.	No Other Warranties . 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 AND ALL WARRANTIES ARISING FROM THE PARTIES’ COURSE OF DEALING OR TRADE.	
		
9.	Confidential Information .	
		
9.1.	Confidential Information . “ Confidential Information ” means information of either Party that is confidential or proprietary business or technical information and any notes, analyses, studies and other documents prepared by the Receiving Party (hereafter defined) or its officers, employees, agents, representatives, insurers, financing parties or contractors (at any tier) or, in the case of Seller as the Receiving Party, the owners of the Miami Fort Station or their co-owners (collectively, a Party’s “ Representatives ”), that contain or otherwise reflect such information. Buyer and Seller shall hereinafter be referred to individually as: (i) the “ Disclosing Party ” when providing or disclosing Confidential Information to the other Party; and (ii) the “ Receiving Party ” when Confidential Information is being provided or disclosed to it by the other Party. Confidential Information shall not include information that: (a) was developed by Receiving Party and in Receiving Party’s possession prior to Receiving Party’s first receipt thereof directly or indirectly from Disclosing Party; (b) is now or hereafter becomes, through no act or failure to act on the part of Receiving Party or of any of Receiving Party’s Representatives, generally available on a non-confidential basis to the public; (c) was heretofore or hereafter furnished to Receiving Party by a source other than Disclosing Party as a matter of right without restriction on disclosure; or (d) is required by Applicable Law to be publicly disclosed by Receiving Party, provided, however, that Receiving Party timely notifies Disclosing Party of any such requirement in order to provide Disclosing Party a reasonable opportunity to seek an appropriate protective order, and, in the event such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that Receiving Party is legally required to furnish.	
		
9.2.	Non-Disclosure . During the Term and for a period of two (2) years after the termination of this Contract, the Receiving Party shall receive and maintain in strictest confidence the Disclosing Party’s Confidential Information and will not disclose such Confidential Information to others, except as otherwise permitted under the terms of this section. The Receiving Party will not use such Confidential Information for any purpose other in connection with performance under this Contract and will disclose the Confidential Information only to those of its Representatives whom Receiving Party considers to h	

ave the need to know the Confidential Information for purposes of performing under this Contract, each of whom shall be informed of the confidential nature of the Confidential Information and shall agree to comply with terms substantially similar to this section, and Receiving Party agrees to be responsible for any breach of this section by its Representatives.
		
9.3.	Equitable Remedies . Receiving Party recognizes that Disclosing Party may not have an adequate remedy at law in the event that Receiving Party or its Representatives breach the confidentiality provisions hereunder and that, in such event, Disclosing Party may suffer irreparable damages or injury. Therefore, Disclosing Party shall be entitled to equitable relief, including temporary or permanent injunctive relief, against Receiving Party in the event of a breach of the confidentiality provisions hereunder. Such permanent or injunctive relief shall in no way limit other remedies that Disclosing Party may have against Receiving Party for any breach of the terms of these provisions.	
		
10.	Force Majeure .	
		
10.1.	Force Majeure Events . Neither Seller nor Buyer 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 a Party’s 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 outage of any unit at the Miami Fort Station or unplanned outage of Buyer Plant of more than 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 10.2 is satisfied.	
		
10.2.	Notice . 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.	
		
10.3.	Reduction of Minimum and Maximum Amounts . In the event that a delay or failure in performance hereunder is a Force Majeure event, and Seller is the Affected Party, then the Minimum Amount required to be sold from each unit of the Miami Fort Station and delivered shall be reduced by * * * multiplied by the number of days the Force Majeure event occurred for each unit during the applicable period. If Buyer is the Affected Party, the Maximum Amount 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.	
		
10.4.	Termination for Extended Force Majeure . In the event an Affected Party suffers a Force Majeure and such Force Majeure is not cured within 180 days, then the other Party, after providing thirty (30) days written notice, shall have the right to terminate this Contract.	
		
11.	Compliance with Laws .	
		
11.1.	Applicable Law . Each Party shall perform its obligations under this Contract, and Buyer 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, including the United States Environmental Protection Agency final rule “Hazardous and Solid Waste Management System; Disposal of Coal Combustion Residuals from Electric Utilities,” 40 CFR Parts 257 and 261, as published at 80 Fed. Reg. 21,302 (April 17, 2015) and subsequently amended at 80 Fed. Reg. 37,988 (July 2, 2015) (the “ CCR Rule ”) (collectively, “ Applicable Laws ”). Buyer 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 which protect its employees, third parties, consumers and the environment relating to the use of the gypsum to be delivered hereunder.
		
11.2.	CCR Rule . GYPSUM SUPPLIED HEREUNDER TO BUYER SHALL ONLY BE USED, AND BUYER SHALL ENSURE THAT GYPSUM SUPPLIED HEREUNDER IS ONLY USED IN A MANNER THAT MEETS THE DEFINITION OF “BENEFICIAL USE OF CCR” UNDER THE CCR RULE. BUYER shall be Soley responsible for ensuring that GYPSUM meets THE DEFINITION OF “BENEFICIAL USE OF CCR” UNDER THE CCR RULE.  Notwithstanding the fact that this Contract imposes certain standards with respect to Buyer’s and other third parties’ activities, in no event shall (i) Seller have any responsibility to supervise, manage, or police the activities of Buyer or any third party, (ii) Seller have any liability in the event Buyer or any third party violates any Applicable Laws, whether or not Buyer or such third party is in compliance with the terms of this Contract, or (iii) there be any representation by Seller that compliance with such standards will also be in compliance with Applicable Laws.	
		
11.3.	Permits . Each Party shall promptly seek and 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, maintain in full force and in effect throughout the Term all such permits, approvals, authorizations and licenses obtained by it.	
		
12.	Storage of Complying Gypsum .	
		
12.1.	Storage On-Site . In the event Seller is able to sell and tender delivery of Complying Gypsum to Buyer, up to the Maximum Amount, but Buyer fails to purchase and take delivery of it, or if Seller is producing Complying Gypsum but is unable to deliver it, Seller may, in its sole discretion, store the Complying Gypsum at the Miami Fort Station in the quantities described below. If Seller 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 Seller chooses not to store the Complying Gypsum, then Seller may dispose of the Complying Gypsum which Buyer cannot take at its sole discretion, by storage, sale to any third party, or otherwise.	
		
12.2.	Storage and Handling Fee . In the event Seller stores the Complying Gypsum on site because Buyer fails to purchase or take delivery of the Complying Gypsum up to the Maximum Amount, then Buyer shall pay Seller a storage and handling fee of * * * for * * *, which amount shall be increased * * * for * * * (the “ Storage and Handling Fee ”). The Storage and Handling Fee shall not apply (i) if Buyer’s failure to take the Complying Gypsum is due to a Force Majeure; (ii) for amounts of Complying Gypsum in excess of the Maximum Amount; or (iii) if Buyer’s failure to take the Complying Gypsum is due to the nonperformance of Seller.	

		
12.3.	Uncovered Storage Fee . Seller shall pay Buyer a fee of * * * (the “ Uncovered Storage Fee ”) for all amounts of Complying Gypsum which Seller stores in uncovered storage on Seller’s site if (i) Seller is not able to store * * * of Complying Gypsum in covered storage; (ii) Buyer is able to accept Complying Gypsum; and (iii) Buyer is able to provide barges as required.	
		
12.4.	Specifications . The stored gypsum’s compliance with the specifications in Exhibit A shall be determined at the time the gypsum is sampled in accordance with the procedures in Exhibit A.	
		
13.	Indemnification .	
		
13.1.	Buyer’s Indemnification . To the maximum extent permitted by law, Buyer shall defend, indemnify and hold harmless Seller, its affiliates, the owners of the Miami Fort Station and each of their respective directors, officers, employees, shareholders, co-owners, members, partners, agents and representatives (collectively, the “ Seller Indemnified Parties ”) 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, and any reasonable attorneys’ fees and any other costs of litigation (“ Claims ”) to the extent arising out of:	
		
13.1.1.	Failure of any or all of (i) Buyer, its affiliates or any of its or their contractors (of any tier), (ii) the respective directors, officers, agents, representatives or employees of each entity specified in clause (i), or (iii) any entity (other than Seller) acting on behalf of, or under the direction or supervision of, any entity specified in clause (i) or clause (ii), including all barge operators and motor carriers (collectively, the “ Buyer Parties ”), to comply with Applicable Law;	
		
13.1.2.	Actual or alleged contamination, pollution or environmental harm occurring on or outside the Miami Fort Station arising out of the negligent acts or omissions, willful misconduct or strict liability of any Buyer Party;	
		
13.1.3.	The sale, delivery, processing, storage, recovery, handling, disposal, loading, removing, transportation, ownership, application or use of gypsum on and after title to such gypsum passes to Buyer, including any Claims (including product liability Claims) by or through any Buyer Party or any third party claiming by or through Buyer and notwithstanding the transformation or incorporation of any gypsum into any other tangible property by Buyer or any third party; or	
		
13.1.4.	Personal injury to or death of any person, and damage to or destruction of property to the extent arising out of the negligence (of any type) or willful misconduct of any Buyer Party or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.	
		
13.2.	Seller’s Indemnification . To the maximum extent permitted by law, Seller shall defend, indemnify and hold harmless Buyer and its affiliates and each of their respective directors, officers, employees, shareholders, members, partners, agents and representatives (collectively, the “ Buyer Indemnified Parties ”) from and against all Claims to the extent arising out of:	
		
13.2.1.	Failure of the Seller Indemnified Parties or any entity acting on behalf of, or under the direction or supervision of, any Seller Indemnified Party (but not including any Buyer Party) to comply with Applicable Law;	
		
13.2.2.	The processing, storage, recovery, handling, disposal, loading and ownership of gypsum before title to such gypsum passes to Buyer; or	
		
13.2.3.	Personal injury to or death of any person, and damage to or destruction of property to the extent arising out of the negligence (of any type) or willful	

misconduct of any Seller Indemnified Party or anyone directly or indirectly employed by them or anyone for whose acts they may be liable (other than any Buyer Party).
		
13.3.	No Limitation to Insurance . The indemnities hereunder shall not be limited to damages, compensation or benefits payable under insurance policies, workers’ compensation acts, disability benefit acts or other employee benefit acts.	
		
13.4.	Indemnity Procedures . If any Buyer Indemnified Party or any Seller Indemnified Party (an “ Indemnified Party ”) receives notice of any claim or circumstance which could give rise to an indemnified loss, the receiving party shall give written notice to the Party obligated to provide indemnification hereunder (the “ Indemnifying Party ”) within ten (10) days. The notice must include a description of the indemnification event in reasonable detail, the basis on which indemnification may be due, and the anticipated amount of the indemnified loss. This notice shall not estop or prevent the Indemnified Party from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the Indemnified Party does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that the Indemnifying Party is prejudiced, suffers loss, or incurs expense because of the delay. The Indemnifying Party shall assume the defense of the claim at its own expense with counsel chosen by it that is reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall then control the defense and any negotiations to settle the claim. If within ten (10) days after receiving written notice of the indemnification request, the Indemnifying Party does not confirm to the Indemnified Party that it will defend the claim, the Indemnified Party shall have the right to assume and control the defense, and all defense expenses incurred by it shall constitute an indemnification loss. If the Indemnifying Party defends a claim, the Indemnified Party may retain separate counsel, at its sole cost and expense, to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations. The Indemnifying Party may settle the claim without the consent or agreement of the Indemnified Party, unless the settlement (i) would result in injunctive relief or other equitable remedies or otherwise require the Indemnified Party to comply with restrictions or limitations that adversely affect the Indemnified Party, (ii) would require the Indemnified Party to pay amounts that the Indemnifying Party does not fund in full, or (iii) would not result in the Indemnified Party’s full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement.	
		
13.5.	Enforceability . In the event that any indemnity provisions hereunder are contrary to Applicable Law, then the indemnity obligations applicable hereunder shall be applied to the maximum extent allowed by Applicable Law. The indemnity, defense and hold harmless obligations for personal injury or death or property damage under this Contract shall apply regardless of whether the Indemnified Party was concurrently negligent (whether actively or passively), it being agreed by the Parties that in this event, the Parties’ respective liability or responsibility for such damages, losses, costs and expenses under this Section 13 shall be determined in accordance with principles of comparative negligence.	
		
14.	Limitation of Liability .	
		
14.1.	Waiver of Consequential Damages . 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 UNDER THIS CONTRACT AND EXCEPT TO THE EXTENT OF AMOUNTS INCLUDED WITHIN LIQUIDATED DAMAGES HEREUNDER. THE PROVISIONS OF THIS SECTION 14.1 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.
		
14.2.	Limitation of Liability . Except for liability arising under an indemnification obligation hereunder, the maximum total liability under this Contract between Seller and Buyer 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 $10,000,000.	
		
15.	Default .	
		
15.1.	Events of Default . An “ Event of Default ” shall mean, with respect to a Party (“ Defaulting Party ”), the occurrence of any of the following:	
		
15.1.1.	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 15.1.1 if (i) the failure to pay arises in the ordinary course of business by mistake, oversight, or transfer difficulties; and (ii) funds were available to such Party to enable it to make the relevant payment when due; and (iii) 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;	
		
15.1.2.	any representation or warranty made by the Defaulting Party herein shall at any time prove to be false or misleading in any material respect;	
		
15.1.3.	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 Section 15 as a separate Event of Default, or its obligations to deliver or receive Complying Gypsum, the remedy for which is provided in Section 1 ) 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
		
15.1.4.	the Defaulting Party (i) 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, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) 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 (v) is unable to pay its debts as they fall due (collectively, “ Bankruptcy Proceedings ”).	
		
15.2.	Remedies . 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: (i) terminate this Contract upon thirty (30) days prior notice; (ii) obtain specific performance of a Party’s obligations under this Contract; or (iii) pursue any and all other rights or remedies available hereunder, at law or in equity.	
		
16.	Termination .	
		
16.1.	By Seller . In the event Seller determines, in its sole discretion, that (i) it must mothball, decommission or shut down any unit of the Miami Fort Station because economic or regulatory conditions make it commercially impracticable to operate, or (ii) the Miami Fort Station will no longer be capable of producing wallboard-grade synthetic gypsum, this Contract may be terminated by Seller, in whole or in part (on a unit-by-unit basis), on the following terms and conditions:	
		
16.1.1.	If Seller provides * * * written notice to Buyer prior to the effective date of termination, then Buyer shall not be entitled to any compensation for such termination, this Contract shall terminate, in whole or in part (as applicable), upon the termination date set forth in the notice, and the Parties shall thereafter have no obligations to each other with respect to the terminated portion of the Contract except for those that survive termination.	
		
16.1.2.	If Seller provides * * * written notice to Buyer prior to the effective date of termination, then on the date of termination Seller shall pay to Buyer termination compensation equal to the following: * * *.	
		
16.1.3.	* * *.	
		
16.2.	By Buyer . In the event Buyer determines, in its sole discretion, that it must mothball, decommission or shut down one or more of its production lines because economic or regulatory conditions make it commercially impracticable to operate, this Contract may be terminated by Buyer in whole or in part (on a production line-by-production line basis), on the following terms and conditions:	
		
16.2.1.	If Buyer provides * * * written notice to Seller prior to the effective date of termination, then Seller shall not be entitled to any compensation for such termination, this Contract shall terminate, in whole or in part (as applicable), upon the termination date set forth in the notice, and the Parties shall thereafter have no obligations to each other except for those that survive termination.	

		
16.2.2.	If Buyer provides * * * written notice to Seller prior to the effective date of termination, then on the date of termination Buyer shall pay to Seller termination compensation equal to the following: * * *.	
		
16.3.	Sole Remedy . The termination compensation payable by Seller under Section 16.1 shall be the sole remedy to Buyer for a termination under Section 16.1 by Seller. The termination compensation payable by Buyer under Section 16.2 shall be the sole remedy to Seller for a termination under Section 16.2 by Buyer. It is expressly agreed that the termination compensation payable under this Contract does not constitute a penalty and that the Parties have negotiated in good faith for such specific termination compensation and have agreed that the amount of such termination compensation is reasonable.	
		
16.4.	Notice to Buyer . If Seller or any of its representatives shall send any publicly-available communication or correspondence to any regulatory or governmental authority requesting approval to mothball, shut down or decommission one or more units of the Miami Fort Station, Seller shall provide copies of any such communication or correspondence to Buyer.	
		
16.5.	Partial Termination . If this Contract is partially terminated under this Section 16 , the Parties shall make an equitable adjustment to the Minimum Amount and the Maximum Amount, which shall be memorialized in an amendment to this Contract.	
		
17.	Payment . By the 15 th of each month, Seller shall invoice Buyer for the total amount of gypsum delivered during the prior month at the Base Contract Price, plus all other amounts due hereunder for such month, including any Truck Loading Fees and Storage and Handling Fees. Buyer shall pay by check or other mutually agreeable means such invoices in full by * * *. Overdue payments shall accrue interest at the Interest Rate from, and including, the due date to, but excluding, the date of payment. If Buyer, in good faith, disputes an invoice, Buyer shall immediately notify Seller 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 Buyer is ultimately determined to be due to Seller, 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 . During the Term, Buyer, at its sole cost and expense, shall obtain and maintain, and shall require all barge operators and motor carriers to procure and maintain, insurance coverage at the minimum coverages, levels, limits and conditions set forth in Exhibit C-1 . During the Term, Seller, at its sole cost and expense, shall obtain and maintain insurance coverage at the minimum coverages, levels, limits and condtions set forth in Exhibit C-2 . Liability of Buyer and Seller under this Contract, or otherwise at law, shall not be limited to or by the indemnity and hold harmless provisions of this Contract and shall not be limited to or by the insurance required to be provided as set forth in Exhibit C .	

		
20.	Taxes . The Base Contract Price payable hereunder does not include any taxes. Buyer shall be liable for the payment of all taxes based on the purchase of gypsum, except taxes on the net income of Seller. If applicable, Buyer shall provide Seller with a tax-exempt certificate.	
		
21.	Miscellaneous .	
		
21.1.	Severability . 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.	
		
21.2.	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.	
		
21.3.	Assignment . 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.	
		
21.4.	Survival . The provisions of this Contract, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of this Contract, shall survive, including the following sections of this Contract: Sections 1.1.1 , 1.3 , 1.4 , 1.5 , 4.5 , 4.6 , 4.7 , 4.8 , 5 , 7 , 8 , 9 , 10 , 11 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 and 21 .	
		
21.5.	Governing Law . 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.	
		
21.6.	Intentionally deleted .	
		
21.7.	Wavier of Jury Trial . EACH OF SELLER AND BUYER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES AND FOREVER RELINQUISHES ANY AND ALL CLAIMS OR RIGHTS THAT SUCH PARTY MAY HAVE TO ANY TRIAL BY JURY ON ANY ISSUE ARISING OUT OF ANY LITIGATION OR DISPUTES OR CLAIMS UNDER THIS CONTRACT OR IN ANY WAY ASSOCIATED THEREWITH, SUCH PARTIES INTENDING TO WAIVE AND FOREVER RELINQUISH ANY RIGHT UNDER THE SEVENTH AMENDMENT OF THE UNITED STATES CONSTITUTION TO TRIAL BY JURY AND ANY CLAIMS OR RIGHTS TO A TRIAL BY JURY UNDER THE CONSTITUTION OF ANY STATE OR ANY OTHER CONSTITUTIONAL, STATUTORY OR OTHERWISE APPLICABLE LAW PROVIDING FOR A RIGHT OF TRIAL BY JURY.	
		
21.8.	Entire Agreement . 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.	
[Signatures follow on next page.]

The Parties have signed this Contract by their duly authorized representatives effective on the Effective Date.
SELLER :
DYNEGY MIAMI FORT, LLC

By:      /s/ Robert C. Flexon         
Name:      Robert C. Flexon
Title:      President and CEO

BUYER :
CONTINENTAL SILVER GROVE, LLC

By:      /s/ James Bachmann         
Name:      James Bachmann
Title:      CEO

Exhibit A
* * *

Exhibit B

		
1.	Buyer shall provide Seller no less than 48 hours’ notice of its intent to re-sample the delivery and an opportunity to witness the same.	
		
2.	Buyer’s sampling shall be performed in accordance with the following: Buyer shall take six samples, each taken equal distance the length of the applicable barge, within a central rectangle holding a minimum of 5’ from barge edges and bottom of the barge, and each sample collected should be no less than one (1) foot from the upper crust (see demonstrative sketch attached as Exhibit B).	
		
3.	Each sample will be split into 3, one for the Buyer, one for the Seller and one for a 3 rd party tester.	
		
4.	Each sample should be tested separately and results reported as such. If Seller is unable to witness such sampling, Buyer shall provide Seller with the split samples.	
		
5.	If two or more of the six samples measured by Buyer and two or more of the six samples measured by Seller are out of specification then Seller shall have the right to (i) propose a price adjustment or alternative solution or (ii) remove the Non-Complying Gypsum from the Buyer Plant at Seller’s cost. If Seller neither proposes a price adjustment nor removes the Non-Complying Gypsum, then Seller shall reimburse Buyer for any per ton removal costs and increased production costs incurred by Buyer, provided that such reimbursement shall never exceed two times the applicable per ton Base Contract Price. The Non-Complying Gypsum will not count towards the total tonnage delivered during the applicable Contract Year unless agreed upon as part of a price adjustment or alternative solution.	
		
6.	If Seller tests the gypsum and the results do not agree with Buyer’s results, the Parties shall agree on an independent third party testing to perform testing on the spilt sample to determine if the gypsum was Complying Gypsum or Non-Complying Gypsum at the time the specifications were determined pursuant to the sampling provisions of Exhibit A, the costs of which shall be split by the Parties, and the results of which shall be binding on the Parties.	
		
7.	For the avoidance of doubt, Buyer shall have no right to reject any gypsum more than ten (10) days after Buyer has received the barge at its barge staging area.	

Gypsum Barge Sampling Diagram

    

Exhibit C-1
Buyer’s Insurance Requirements

1.	Required Coverages . Buyer agrees to procure and maintain, and shall require all barge operators and motor carriers to procure and maintain, insurance coverages with reputable insurers. All insurance policies procured and maintained hereunder must be written with insurance companies licensed to do business in the state where this Contract will be performed, and carry a rating of A- VII or better as shown in the most current issue of A.M. Best’s Key Rating Guide, under forms of policies satisfactory to Seller, in the kinds and amounts as set forth below:	
		
1.1.	Worker’s Compensation Insurance, including occupational disease coverage, in accordance with the benefits afforded by the statutory worker’s compensation acts applicable to the state, territory or district of hire, supervision or place of accident and including, when applicable, full coverage for maritime obligations, the United States Longshoremen’s and Harbor Worker’s Compensation Act and Outer Continental Shelf Lands Act.	
		
1.2.	Employer’s Liability Insurance to include alternate employer, in an amount not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit, except for offshore work or other work entailing maritime or U.S. Longshoremen’s and Harbor Worker’s Compensation Act obligations, in which case limits shall be carried of not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.	
		
1.3.	Commercial General Liability Insurance with a single limit of liability for bodily injury or property damage of $1,000,000 per occurrence ($2,000,000 aggregate) on ISO Coverage Form CG 00 01 (or equivalent), such coverage to include premises/operations, independent contractors, broad form bodily injury and property damage, personal injury, explosion, blanket contractual liability covering the obligations assumed by Buyer herein with respect to Buyer and the barge operators and the motor carriers.	
		
1.4.	Business Automobile Liability Insurance covering all owned, non-owned (including Seller vehicles), leased, rented, and hired motor vehicles, including coverage for loading and unloading, used in the performance of this Contract, with limits of not less than $1,000,000 combined single limit.	
		
1.5.	Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the aggregate providing additional limits of insurance to the coverage described in Sections 1.2, 1.3 and 1.4 above.	
		
2.	Insurance Requirements . All required insurance maintained by Buyer shall, as reasonably satisfactory to Seller:	
		
2.1.	name each Seller Indemnified Party an Additional Insured with CG20101001 and CG20371001 or equivalent Additional Insured Endorsement, except Worker’s Compensation or Employer’s Liability insurance;	
		
2.2.	be endorsed to be Primary to any other insurance policies carried by any Seller Indemnified Party with respect to Buyer’s operations;	
		
2.3.	endeavor to notify Seller in accordance with the policy provisions should any of the above described policies be cancelled before the expiration date thereof; and	
		
2.4.	if ‘Claims-Made’ coverage, have a three-(3) year reporting period extension from the termination of this Contract.	
		
3.	Waiver of Subrogation . To the fullest extent permitted by Applicable Law, Buyer hereby waives on behalf its insurance carriers any right of subrogation such carriers may have against the Seller Indemnified Parties. Except where prohibited by Applicable Law, all policies of insurance pertaining to this Contract which are procured, held or maintained by Buyer, whether required by this Contract	

or not, shall be endorsed to provide that the underwriters or insurers waive any and all rights of subrogation against the Seller Indemnified Parties.
		
4.	Notification of Reduction in Coverage . Buyer shall endeavor to notify Seller upon learning of a possible damage claim that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy.	
		
5.	Certificates of Insurance . Buyer shall (i) prior to the Effective Date, provide to Seller Certificates of Insurance for itself and each of the barge operators and motor carriers on a standard ACORD form signed by an authorized representative evidencing the coverages, limits, endorsements and extensions required herein for Seller and each entity required to be named as an Additional Insured herein; and (ii) deliver, or require to be delivered, to Seller a renewal certificate not less than ten (10) days before policy expiration.	
		
6.	Self-Insurance . Except where prohibited by Applicable Law, Buyer may, at its election and upon prior written approval of Seller, self-insure as to any of the insurance coverages required by this Exhibit, and in such case shall administer any claims in the same manner as would be adjusted and administered under an industry standard form policy meeting the above coverage requirements.	
		
7.	Barge Operators and Motor Carriers . Notwithstanding the provisions of Section 1 above, if approved in advance by Seller, Buyer may permit barge operators or motor carriers to carry less than the coverages required under Section 1 above, provided that Buyer shall in all cases ensure that policies provided by barge operators or motor carriers are of the types and in amounts which are customary in the context of Buyer’s course of dealing with such barge operator or motor carrier and the work being performed by such barge operator or motor carrier.	

Exhibit C-2
Seller’s Insurance Requirements

1.	Required Coverages . Seller agrees to procure and maintain insurance coverages with reputable insurers. All insurance policies procured and maintained hereunder must be written with insurance companies licensed to do business in the state where this Contract will be performed, and carry a rating of A- VII or better as shown in the most current issue of A.M. Best’s Key Rating Guide, under forms of policies satisfactory to Buyer, in the kinds and amounts as set forth below:	
		
1.1.	Worker’s Compensation Insurance, including occupational disease coverage, in accordance with the benefits afforded by the statutory worker’s compensation acts applicable to the state, territory or district of hire, supervision or place of accident and including, when applicable, full coverage for maritime obligations, the United States Longshoremen’s and Harbor Worker’s Compensation Act and Outer Continental Shelf Lands Act.	
		
1.2.	Employer’s Liability Insurance to include alternate employer, in an amount not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit, except for offshore work or other work entailing maritime or U.S. Longshoremen’s and Harbor Worker’s Compensation Act obligations, in which case limits shall be carried of not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.	
		
1.3.	Commercial General Liability Insurance with a single limit of liability for bodily injury or property damage of $1,000,000 per occurrence ($2,000,000 aggregate) on ISO Coverage Form CG 00 01 (or equivalent), such coverage to include premises/operations, independent contractors, broad form bodily injury and property damage, personal injury, explosion, blanket contractual liability covering the obligations assumed by Seller herein with respect to Buyer.	
		
1.4.	Business Automobile Liability Insurance covering all owned, non-owned (including Buyer vehicles), leased, rented, and hired motor vehicles, including coverage for loading and unloading, used in the performance of this Contract, with limits of not less than $1,000,000 combined single limit.	
		
1.5.	Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the aggregate providing additional limits of insurance to the coverage described in Sections 1.2, 1.3 and 1.4 above.	
		
2.	Waiver of Subrogation . To the fullest extent permitted by Applicable Law, Seller hereby waives on behalf its insurance carriers any right of subrogation such carriers may have against the Buyer Indemnified Parties. Except where prohibited by Applicable Law, all policies of insurance pertaining to this Contract which are procured, held or maintained by Seller, whether required by this Contract or not, shall be endorsed to provide that the underwriters or insurers waive any and all rights of subrogation against the Buyer Indemnified Parties.	
		
3.	Self-Insurance . Except where prohibited by Applicable Law, Seller may self-insure as to any of the insurance coverages required by this Exhibit, and in such case shall administer any claims in the same manner as would be adjusted and administered under an industry standard form policy meeting the above coverage requirements.	

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.
GYPSUM CONTRACT
(Zimmer Station)
This Gypsum Contract (“ Contract ”) executed January 17, 2017, but effective as of January 1, 2017 (“ Effective Date ”) is between Dynegy Zimmer, LLC (“ Seller ”) and Continental Silver Grove, LLC (“ Buyer ”). Seller and Buyer may be referred to collectively as the “ Parties ” or individually as a “ Party ”.
RECITALS
WHEREAS, Seller is the operator of the Wm. H. Zimmer Generating Station located in Moscow, Ohio (the “ Zimmer Station ”);
WHEREAS, Seller wishes to sell synthetic gypsum which complies with the requirements set forth on Exhibit A (“ Complying Gypsum ”) from the Zimmer Station to Buyer, and Buyer wishes to purchase synthetic gypsum from Seller on the terms and conditions set forth herein, and Buyer will use the Complying Gypsum to produce wallboard and other gypsum-related products at Buyer’s facility in Silver Grove, Kentucky (the “ Buyer Plant ”), or elsewhere, and may also resell it to others; and
WHEREAS, concurrently herewith, Buyer and Seller’s affiliate, Dynegy Miami Fort, LLC (“ Miami Fort Seller ”), have executed that certain Gypsum Contract of even date herewith pursuant to which Miami Fort Seller will sell to Buyer and Buyer will purchase from Miami Fort Seller gypsum generated by the Miami Fort Generating Station (the “ Miami Fort Station ”) (the “ Miami Fort Contract ”).
NOW, THEREFORE, in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:

1.	Purchase of Minimum and Maximum Amounts of Gypsum	
		
1.1.	Minimum and Maximum Amounts .	
		
1.1.1.	During each Contract Year, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, at a minimum, the amount of tons of Complying Gypsum that is equal to the greater of (i) * * * (the “ Minimum Amount ”); provided that (A) if in any Contract Year the Zimmer Station and the Miami Fort Station are collectively scheduled to have at least one hundred (100) outage days for such Contract Year, then the Minimum Amount for such Contract Year shall be the lesser of * * *; provided, further that if the Zimmer Station and the Miami Fort Station are collectively scheduled to have at least one hundred outage days in any Contract Year that is five or fewer years after a Contract Year in which the Zimmer Station and the Miami Fort Station collectively had at least one hundred outage days, the Minimum Amount for such later Contract Year shall be * * * and (B) in no event shall Seller be obligated to sell or Buyer obligated to purchase more than the amount of tons of Complying Gypsum that is equal to * * * (the “ Maximum Amount ”). The Minimum Amount and Maximum Amount shall be adjusted as provided in this Contract. Each “ Contract Year ” shall begin on January 1 and end on the following December 31. As used in this Contract “ ton ” means (i) dry tons when calculating the payments to be made by	

Buyer under Section 17 or the price discounts and incentives under Sections 2.2.1 and 2.2.2 and (ii) wet tons for all other cases under this Contract (including the calculation of the Minimum Amount, the Maximum Amount and any liquidated damages). As used in this Contract, “ Scheduled Operating Days ” means the days the Zimmer Station is scheduled to be operating, as specified in each annual notice delivered pursuant to Section 1.1.4 .
		
1.1.2.	Notwithstanding the provisions of Section 1.1.1 , on January 1, 2021 and January 1 st of every fourth Contract Year thereafter, the Parties shall reevaluate the Minimum Amount and the Maximum Amount. The Parties shall meet and negotiate in good faith for a period of ninety (90) days to determine if the Minimum Amount and Maximum Amount should be adjusted based on current conditions, including the capacity of the Zimmer Station to generate Complying Gypsum based on market conditions, operating conditions, fuel source and the ability of the Buyer Plant to accept and process Complying Gypsum, and other applicable factors. If the Parties are unable to agree on a Minimum Amount and Maximum Amount at the end of any such 90-day negotiating period, then (i) if Seller has requested a decrease to the Minimum Amount, the Minimum Amount and the Maximum Amount shall each be * * * from that existing immediately before the start of such negotiations, and (ii) if Seller requests an increase to the Minimum Amount, then the Minimum Amount and the Maximum Amount shall each be * * * from that existing immediately before the start of such negotiations. In addition, upon the Limestone Conversion, the Parties shall meet and negotiate in good faith to determine if the Minimum Amount and Maximum Amount should be adjusted. Any change to the Minimum Amount or Maximum Amount agreed to by the Parties shall be memorialized in an amendment to this Contract. For the avoidance of doubt, the Parties agree that the Maximum Amount shall always equal * * *.	
		
1.1.3.	Without limiting Buyer’s obligation under this Contract to accept and pay for all Complying Gypsum under this Contract up to the Maximum Amount, if Buyer is refusing to accept gypsum for reasons that are not permitted by this Contract, Buyer shall first refuse to accept gypsum under this Contract before refusing to accept gypsum under the Miami Fort Contract.	
		
1.1.4.	No later than October 31 st of each Contract Year, Seller shall provide Buyer the Minimum Amount, Maximum Amount and the Scheduled Operating Days for the following Contract Year.	
		
1.2.	Failure of Seller to Deliver Minimum Amount . Notwithstanding the terms of Section 1.1 , if during any Contract Year, Seller fails to deliver the Minimum Amount to Buyer, Seller shall be permitted to count any tons of gypsum delivered to Buyer under the Miami Fort Contract in excess of the minimum amounts required to be delivered under the Miami Fort Contract (the “ Miami Fort Surplus Amount ”) toward the Minimum Amount delivered under this Contract. During any Contract Year, if Seller fails to deliver the Minimum Amount after adding any Miami Fort Surplus Amount, and Seller’s failure to deliver is not due to Force Majeure, Seller will pay Buyer liquidated damages equal to the number of tons of Complying Gypsum by which Seller fails to meet the Minimum Amount (after adding any Miami Fort Surplus Amount) multiplied by two times the Base Contract Price per ton then in effect under the Miami Fort Contract (the “ Miami Fort Base Contract Price ”) during the period for which Seller fails to deliver the Minimum Amount (the “ Minimum Amount LD Rate ”). Such damages shall be credited to Buyer forty-five (45) 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, Seller shall pay Buyer the balance due on any	

such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Term, Seller shall pay any credit owed Buyer within forty-five (45) days. For the avoidance of doubt, there shall be no duplication of liquidated damages owed under this Section 1.2 and liquidated damages owed under Section 1.2 of the Miami Fort Contract for the failure of Miami Fort Seller to deliver the minimum amount of gypsum required under the Miami Fort Contract.
		
1.3.	Failure of Buyer to Purchase Maximum Amount . Buyer must accept and pay for all Complying Gypsum Seller is able to deliver up to the Maximum Amount. During any Contract Year, if Buyer fails to accept Complying Gypsum up to the Maximum Amount and Buyer’s failure is not due to Force Majeure, Buyer shall pay Seller liquidated damages equal to the number of tons of Complying Gypsum by which Buyer fails to take the Maximum Amount multiplied by two times the Miami Fort Base Contract Price per ton then in effect during the period for which Buyer fails to purchase the Maximum Amount (the “ Maximum Amount LD Rate ”). Buyer shall pay any amount due pursuant to this Section 1.3 within forty-five (45) days after the end of the applicable Contract Year. Nothing herein shall affect the validity of Section 1.1.1 .	
		
1.4.	Excess Amount . If the amount of Complying Gypsum Seller is capable of delivering to Buyer exceeds the Maximum Amount (“ Excess Amount ”), Buyer may accept or decline to receive the Excess Amount at its sole discretion. Seller shall first offer such Excess Amount to Buyer and Buyer must respond within fifteen (15) days. If Buyer 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 Buyer declines to accept the Excess Amount of Complying Gypsum, Seller 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. If Buyer desires to take any gypsum in excess of the Maximum Amount, Buyer will take any excess gypsum available under the Miami Fort Contract before taking any Excess Amount under this Contract.	
		
1.5.	Sole Remedy . The liquidated damages payable by Seller under Section 1.2 shall be the sole remedy to Buyer for Seller’s failure to deliver the Minimum Amount of Complying Gypsum. The liquidated damages payable by Buyer under Section 1.3 shall be the sole remedy to Seller for Buyer’s failure to take up to the Maximum Amount of Complying Gypsum. It is expressly agreed that the liquidated damages payable under this Contract do not constitute a penalty and that the Parties have negotiated in good faith for such specific liquidated damages and have agreed that the amount of such liquidated damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or nonfeasibility of obtaining any adequate remedy.	
		
2.	Complying Gypsum .	
		
2.1.	Specifications . Complying Gypsum shall meet each of the specifications set forth in Exhibit A. Gypsum shall be sampled by Seller, and its compliance with the specifications of Exhibit A shall be determined, in accordance with the protocols set forth in Exhibit A, at the time of such sampling. Sampling shall be at Seller’s expense. Sampling data will be promptly transmitted electronically, and in any event Seller shall use commercially reasonable efforts to transmit the data in the same day, to ensure Buyer is informed of the status of the gypsum quality. Notwithstanding the foregoing, if the Zimmer Station completes the Limestone Conversion (as described in Section 6.2 ), then Seller and Buyer shall promptly meet to negotiate the appropriate changes to the specifications set forth in Exhibit A, with the expectation that the specifications will be revised to match those under the Miami Fort	

Contract. Any change to the specifications agreed to by the Parties shall be memorialized in an amendment to this Contract.
		
2.2.	Moisture Content . Buyer 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.	
		
2.2.1.	Price Discount . If the annual average moisture content exceeds * * *, rounded to the nearest one-tenth of a percentage point, Buyer shall be entitled to a price discount (on a dry ton basis) equal to:	

		
Moisture Content	Price Discount	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	

Any discount owed to Buyer 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, Seller shall pay Buyer the balance due on any such credit by check or by other mutually agreeable means within thirty (30) days. At the end of the Term, Seller shall pay any credit owed Buyer within forty-five (45) days.

2.2.2.	Price Incentive . If the annual average moisture content is * * * or less, rounded to the nearest one-tenth of a percentage point, Seller shall be entitled to a price incentive (on a dry ton basis) as follows:	

		
Moisture Content	Price Incentive	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	
* * *	* * *	

Any incentive balance owed to Seller 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 Buyer to Seller at the end of the Term, Buyer shall pay the difference to Seller within forty-five (45) days.

3.	Non-Complying Gypsum .	
		
3.1.	Rejection Prior to Delivery . Prior to taking delivery of gypsum, Buyer 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 Seller. If Buyer accepts the Non-Complying Gypsum, the Parties shall mutually agree in writing on price and delivery terms	

and such Non-Complying Gypsum will be included in the total tonnage delivered during such applicable Contract Year.
		
3.2.	Rejection After Delivery . If Buyer believes it has taken delivery to its barge staging area of what it believes is Non-Complying Gypsum, then within ten (10) days after such delivery the Parties shall commence and follow the procedures set forth on Exhibit B.	
		
4.	Delivery .	
		
4.1.	Delivery by Barge . Seller will deliver Complying Gypsum by loading it onto Buyer’s open-hopper barges at the Zimmer Station harbor. A belt scale at Zimmer Station will weigh the gypsum immediately prior to loading on the open-hopper barges. Seller 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. Buyer shall have the right to observe the weighing of gypsum, and the testing and calibration of the belt scale. Seller shall provide advance notice, upon request, to Buyer 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. Seller shall provide the results of each calibration on the next invoice sent to Buyer. During any period when Seller’s belt scale is inoperable, the Parties shall mutually agree to a procedure for determining the quantity of the gypsum delivered.	
		
4.2.	Buyer’s Barges . All of Buyer’s barges entering the Zimmer Station harbor shall be seaworthy, in good operating condition and repair, and in compliance with all Applicable Laws. The maximum number of barges which Buyer may bring to the Zimmer Station for loading in any 24-hour period is * * *. Seller will maintain the Zimmer Station harbor to accommodate at least * * *. When Seller dredges the Zimmer Station harbor in the normal course of maintaining it, Seller will dredge to a depth to accommodate deep draft barges. Seller may reject any barges that contain free water in the cargo hold and will give Buyer customary notice of such rejection. Seller shall give Buyer customary notice of the number of barges Seller expects will be required to remove gypsum the following day. In accordance with such notice, Buyer must provide a sufficient number of barges to transport all of the gypsum delivered under this Contract on a timely basis. Seller shall provide space at the Zimmer Station harbor for * * * deep draft barges at any time.	
		
4.3.	Non-Complying Gypsum . If Buyer elects to purchase and take Non-Complying Gypsum, Seller will deliver the Non-Complying Gypsum to Buyer by the same methods and under the same terms and conditions for loading Complying Gypsum.	
		
4.4.	Scheduling . Buyer will be responsible for all carrier scheduling and logistics including costs and contracting arrangements. Seller shall give notice to Buyer that loading of a barge is complete in the manner customarily given by the Zimmer Station harbor.	
		
4.5.	Title and Risk of Loss . At the completion of loading each barge at the Zimmer Station harbor or facility respectively, title to and the risk of loss of the loaded gypsum will pass from Seller to Buyer.	
		
4.6.	Motor Carriers and Barge Operators . The only persons permitted to access the Zimmer Station by or on behalf of Buyer under this Contract are motor carriers and barge operators, provided that Buyer shall deliver to Seller for Seller’s approval a written list of motor carriers and barge operators that Buyer proposes to engage or use in the performance of the transportation of gypsum before any such person accesses the Zimmer Station, and Seller shall have the right to approve or reject each proposed motor carrier or barge operator. Buyer shall ensure that each motor carrier or barge operator (i) holds all required permits with all applicable governmental authorities, (ii) is qualified and competent to transport gypsum, (iii)	

holds all insurance required under Section 19 and by Applicable Laws, (iv) conducts the hauling of all gypsum under this Contract in such a manner as required to prevent any material amounts of gypsum from being blown or falling off its vehicle or barge, as applicable, during transportation or becoming an environmental nuisance or source of complaint, and (v) has a copy of the Material Safety Data Sheet (MSDS) for the gypsum being transported available in its vehicle or barge transporting such gypsum. Buyer shall promptly remove any personnel of any Buyer Party at the Zimmer Station if, in Seller’s commercially reasonable judgment it is desirable (including any personnel who, in Seller’s commercially reasonable judgment, is unsafe, incompetent, careless, unqualified to perform the work assigned to such person, creates an unsafe or hostile work environment, disregards the terms and conditions of this Contract, or is interrupting, interfering with or impeding the timely and proper completion of the work), and SELLER SHALL HAVE NO LIABILITY TO BUYER AND BUYER AGREES, WITHOUT LIMIT AND AT ITS OWN COST, TO RELEASE, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNIFIED PARTIES HARMLESS FOR, FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RESULTING FROM ANY SUCH REMOVAL OTHER THAN ANY REMOVAL BY SELLER THAT IS ULTIMATELY DETERMINED TO BE FOR A REASON THAT IS PROHIBITED BY APPLICABLE LAW. Buyer shall be responsible for observance by all barge operators and motor carriers of all the provisions of this Contract applicable to such barge operator’s or motor carrier’s performance, and Buyer shall be fully responsible to Seller for the acts or omissions of any barge operator or motor carrier as if Buyer itself had acted or failed to act.
		
4.7.	Safety at the Zimmer Station . Seller is concerned with the safety of all persons on its property, and imposes certain reasonable restrictions in an attempt to insure their safety. Buyer shall have a safety program that complies with all Applicable Laws, industry standards and Seller’s health, safety and environmental rules, regulations and policies in effect at any given time at the Zimmer Station (“ Seller’s Policies ”). In recognition of these concerns, Seller requires that Buyer or any persons or entities acting by, through or under Buyer (including barge operators or motor carriers) comply with any and all policies, directions and safety requirements or instructions, whether verbal, written, or otherwise, while at the Zimmer Station, as communicated to Buyer by Seller, directly or indirectly, including Seller’s Policies. BUYER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF, RELATING TO, OR RESULTING FROM THE FAILURE OF BUYER OR ANY PERSONS ACTING BY, THROUGH OR UNDER BUYER (INCLUDING BARGE OPERATORS OR MOTOR CARRIERS) TO COMPLY WITH ANY AND ALL POLICIES, DIRECTIONS AND SAFETY REQUIREMENTS OR INSTRUCTIONS, WHETHER VERBAL, WRITTEN, OR OTHERWISE (INCLUDING SELLER’S POLICIES), WHILE AT THE ZIMMER STATION.	
		
4.8.	Use of Zimmer Station . Buyer shall cause all barge operators and motor carriers to confine their materials and equipment and the operations of its personnel at the Zimmer Station to the limits indicated by Seller, and to not unreasonably encumber the Zimmer Station. Buyer shall cause all barge operators and motor carriers to remove all rubbish and waste material from the Zimmer Station caused by such barge operators or motor carriers or an operation under their charge. Buyer shall cause all barge operators and motor carriers to promptly remove all equipment from the Zimmer Station and clean up its refuse and debris upon completion of the loading of each shipment of Gypsum. Buyer shall promptly repair at its expense any damage to any of Seller’s real or personal property (including the Zimmer Station) caused by any Buyer Party.	

		
5.	Term .	
		
5.1.	Contract Term . The “ Term ” of this Contract shall commence on the Effective Date and terminate on twentieth (20 th ) anniversary of the Effective Date, unless earlier terminated pursuant to the terms of this Contract. Commencing on the nineteenth (19 th ) anniversary of the Effective Date, the Parties will commence good faith negotiations on a possible extension of this Contract; provided that nothing herein shall require either Party to agree to any such extension.	
		
5.2.	* * *.	
		
6.	Base Contract Price .	
		
6.1.	Pre-Conversion . The “ Base Contract Price ” per ton of Complying Gypsum shall be * * * per dry ton for each ton of Complying Gypsum delivered hereunder, subject to annual adjustment on * * *. The annual adjustment shall be based on * * *. The Base Contract Price includes all costs of producing, acquiring and loading Complying Gypsum to Buyer. Unless otherwise agreed, Non-Complying Gypsum will be priced at * * *.	
		
6.2.	Conversion to Limestone FGD System . Notwithstanding the terms of Section 6.1 , if the Zimmer Station converts from its existing lime-based FGD system to a limestone-based FGD system (the “ Limestone Conversion ”), on the later of * * *, the “Base Contract Price” shall change to the same as the Miami Fort Base Contract Price that is effective on such date. Thereafter, the Base Contract Price and the price incentives and price discounts under this Contract and the Miami Fort Base Contract Price shall be the same.	
		
7.	Representations and Warranties . On the Effective Date, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Contract; (iii) 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; (iv) 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, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (v) there are no Bankruptcy Proceedings, as defined herein, pending or being contemplated by it or, to its knowledge, threatened against it; and (vi) 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 obligations under this Contract.	
		
8.	Additional Warranties of Owner .	
		
8.1.	Specifications . Seller warrants that the gypsum delivered to Buyer’s barges will be Complying Gypsum, as determined pursuant to the testing protocols contained in Exhibit A, except for any Non-Complying Gypsum that Buyer has agreed to accept. Buyer’s sole and exclusive remedy for any failure of Seller to comply with its warranty obligations in the preceding sentence shall be Buyer’s right to reject Non-Complying Gypsum or receive compensation in the manner provided in Section 3 .	
		
8.2.	Title . Seller warrants that it will have, at all times during the Term of this Contract, good and valid title to the gypsum to be delivered hereunder, and that upon delivery of the gypsum, title thereto shall pass to Buyer free and clear of all liens and encumbrances.	
		
8.3.	No Other Warranties . 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 AND ALL WARRANTIES ARISING FROM THE PARTIES’ COURSE OF DEALING OR TRADE.
		
9.	Confidential Information .	
		
9.1.	Confidential Information . “ Confidential Information ” means information of either Party that is confidential or proprietary business or technical information and any notes, analyses, studies and other documents prepared by the Receiving Party (hereafter defined) or its officers, employees, agents, representatives, insurers, financing parties or contractors (at any tier) or, in the case of Seller as the Receiving Party, the owners of the Zimmer Station or their co-owners (collectively, a Party’s “ Representatives ”), that contain or otherwise reflect such information. Buyer and Seller shall hereinafter be referred to individually as: (i) the “ Disclosing Party ” when providing or disclosing Confidential Information to the other Party; and (ii) the “ Receiving Party ” when Confidential Information is being provided or disclosed to it by the other Party. Confidential Information shall not include information that: (a) was developed by Receiving Party and in Receiving Party’s possession prior to Receiving Party’s first receipt thereof directly or indirectly from Disclosing Party; (b) is now or hereafter becomes, through no act or failure to act on the part of Receiving Party or of any of Receiving Party’s Representatives, generally available on a non-confidential basis to the public; (c) was heretofore or hereafter furnished to Receiving Party by a source other than Disclosing Party as a matter of right without restriction on disclosure; or (d) is required by Applicable Law to be publicly disclosed by Receiving Party, provided, however, that Receiving Party timely notifies Disclosing Party of any such requirement in order to provide Disclosing Party a reasonable opportunity to seek an appropriate protective order, and, in the event such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information that Receiving Party is legally required to furnish.	
		
9.2.	Non-Disclosure . During the Term and for a period of two (2) years after the termination of this Contract, the Receiving Party shall receive and maintain in strictest confidence the Disclosing Party’s Confidential Information and will not disclose such Confidential Information to others, except as otherwise permitted under the terms of this section. The Receiving Party will not use such Confidential Information for any purpose other in connection with performance under this Contract and will disclose the Confidential Information only to those of its Representatives whom Receiving Party considers to have the need to know the Confidential Information for purposes of performing under this Contract, each of whom shall be informed of the confidential nature of the Confidential Information and shall agree to comply with terms substantially similar to this section, and Receiving Party agrees to be responsible for any breach of this section by its Representatives.	
		
9.3.	Equitable Remedies . Receiving Party recognizes that Disclosing Party may not have an adequate remedy at law in the event that Receiving Party or its Representatives breach the confidentiality provisions hereunder and that, in such event, Disclosing Party may suffer irreparable damages or injury. Therefore, Disclosing Party shall be entitled to equitable relief, including temporary or permanent injunctive relief, against Receiving Party in the event of a breach of the confidentiality provisions hereunder. Such permanent or injunctive relief shall in no way limit other remedies that Disclosing Party may have against Receiving Party for any breach of the terms of these provisions.	
		
10.	Force Majeure .	
		
10.1.	Force Majeure Events . Neither Seller nor Buyer 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 a Party’s 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 outage of the Zimmer Station or unplanned outage of Buyer Plant of more than 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 10.2 is satisfied.
		
10.2.	Notice . 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.	
		
10.3.	Reduction of Minimum and Maximum Amounts . In the event that a delay or failure in performance hereunder is a Force Majeure event, and Seller is the Affected Party, then the Minimum Amount required to be sold from the Zimmer Station and delivered shall be reduced * * * multiplied by the number of days the Force Majeure event occurred during the applicable period. If Buyer is the Affected Party, the Maximum Amount required to be purchased from the Zimmer Station shall be reduced by * * * multiplied by the number of days the Force Majeure event occurred during the applicable period.	
		
10.4.	Termination for Extended Force Majeure . In the event an Affected Party suffers a Force Majeure and such Force Majeure is not cured within 180 days, then the other Party, after providing thirty (30) days written notice, shall have the right to terminate this Contract.	
		
11.	Compliance with Laws .	
		
11.1.	Applicable Law . Each Party shall perform its obligations under this Contract, and Buyer 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, including the United States Environmental Protection Agency final rule “Hazardous and Solid Waste Management System; Disposal of Coal Combustion Residuals from Electric Utilities,” 40 CFR Parts 257 and 261, as published at 80 Fed. Reg. 21,302 (April 17, 2015) and subsequently amended at 80 Fed. Reg. 37,988 (July 2, 2015) (the “ CCR Rule ”) (collectively, “ Applicable Laws ”). Buyer 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 which protect its employees, third parties, consumers and the environment relating to the use of the gypsum to be delivered hereunder.	
		
11.2.	CCR Rule . GYPSUM SUPPLIED HEREUNDER TO BUYER SHALL ONLY BE USED, AND BUYER SHALL ENSURE THAT GYPSUM SUPPLIED HEREUNDER IS ONLY USED IN A MANNER THAT MEETS THE DEFINITION OF “BENEFICIAL USE OF CCR” UNDER THE CCR RULE. BUYER shall be Soley responsible for ensuring that GYPSUM meets THE DEFINITION OF “BENEFICIAL USE OF CCR” UNDER THE CCR RULE.  Notwithstanding the fact that this Contract imposes certain standards with respect to Buyer’s and other third parties’ activities, in no event shall (i) Seller have any responsibility to supervise, manage, or police the activities of Buyer or any third party, (ii) Seller have any liability in the event Buyer or any third party violates any Applicable Laws, whether or not Buyer or such third party is in compliance with	

the terms of this Contract, or (iii) there be any representation by Seller that compliance with such standards will also be in compliance with Applicable Laws.
		
11.3.	Permits . Each Party shall promptly seek and 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, maintain in full force and in effect throughout the Term all such permits, approvals, authorizations and licenses obtained by it.	
		
12.	Storage of Complying Gypsum .	
		
12.1.	Storage On-Site . In the event Seller is able to sell and tender delivery of Complying Gypsum to Buyer, up to the Maximum Amount, but Buyer fails to purchase and take delivery of it, or if Seller is producing Complying Gypsum but is unable to deliver it, Seller may store the Complying Gypsum at the Zimmer Station, up to a maximum amount of * * * in uncovered storage. Seller may dispose of the Complying Gypsum which Seller cannot deliver or Buyer cannot take at its sole discretion, by storage, sale or otherwise.	
		
12.2.	Storage and Handling Fee . Buyer shall pay Seller a storage and handling fee of * * * (the “ Storage and Handling Fee ”) for all amounts of Complying Gypsum which Seller stores at the Zimmer Station, unless Buyer’s failure to take delivery of Complying Gypsum is due to (i) a Force Majeure event, or (ii) Seller’s failure to deliver Complying Gypsum for any reason other than Buyer’s failure to provide barges as required hereunder. No Storage and Handling Fee shall be payable by Buyer for amounts which exceed the Maximum Amount.	
		
12.3.	Specifications . The stored gypsum’s compliance with the specifications in Exhibit A shall be determined at the time the gypsum is sampled in accordance with the procedures in Exhibit A.	
		
13.	Indemnification .	
		
13.1.	Buyer’s Indemnification . To the maximum extent permitted by law, Buyer shall defend, indemnify and hold harmless Seller, its affiliates, the owners of the Zimmer Station and each of their respective directors, officers, employees, shareholders, co-owners, members, partners, agents and representatives (collectively, the “ Seller Indemnified Parties ”) 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, and any reasonable attorneys’ fees and any other costs of litigation (“ Claims ”) to the extent arising out of:	
		
13.1.1.	Failure of any or all of (i) Buyer, its affiliates or any of its or their contractors (of any tier), (ii) the respective directors, officers, agents, representatives or employees of each entity specified in clause (i), or (iii) any entity (other than Seller) acting on behalf of, or under the direction or supervision of, any entity specified in clause (i) or clause (ii), including all barge operators and motor carriers (collectively, the “ Buyer Parties ”), to comply with Applicable Law;	
		
13.1.2.	Actual or alleged contamination, pollution or environmental harm occurring on or outside the Zimmer Station arising out of the negligent acts or omissions, willful misconduct or strict liability of any Buyer Party;	
		
13.1.3.	The sale, delivery, processing, storage, recovery, handling, disposal, loading, removing, transportation, ownership, application or use of gypsum on and after title to such gypsum passes to Buyer, including any Claims (including product liability Claims) by or through any Buyer Party or any third party claiming by or through Buyer and notwithstanding the transformation or incorporation of any gypsum into any other tangible property by Buyer or any third party; or	
		
13.1.4.	Personal injury to or death of any person, and damage to or destruction of property to the extent arising out of the negligence (of any type) or willful misconduct	

of any Buyer Party or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.
		
13.2.	Seller’s Indemnification . To the maximum extent permitted by law, Seller shall defend, indemnify and hold harmless Buyer and its affiliates and each of their respective directors, officers, employees, shareholders, members, partners, agents and representatives (collectively, the “ Buyer Indemnified Parties ”) from and against all Claims to the extent arising out of:	
		
13.2.1.	Failure of the Seller Indemnified Parties or any entity acting on behalf of, or under the direction or supervision of, any Seller Indemnified Party (but not including any Buyer Party) to comply with Applicable Law;	
		
13.2.2.	The processing, storage, recovery, handling, disposal, loading and ownership of gypsum before title to such gypsum passes to Buyer; or	
		
13.2.3.	Personal injury to or death of any person, and damage to or destruction of property to the extent arising out of the negligence (of any type) or willful misconduct of any Seller Indemnified Party or anyone directly or indirectly employed by them or anyone for whose acts they may be liable (other than any Buyer Party).	
		
13.3.	No Limitation to Insurance . The indemnities hereunder shall not be limited to damages, compensation or benefits payable under insurance policies, workers’ compensation acts, disability benefit acts or other employee benefit acts.	
		
13.4.	Indemnity Procedures . If any Buyer Indemnified Party or any Seller Indemnified Party (an “ Indemnified Party ”) receives notice of any claim or circumstance which could give rise to an indemnified loss, the receiving party shall give written notice to the Party obligated to provide indemnification hereunder (the “ Indemnifying Party ”) within ten (10) days. The notice must include a description of the indemnification event in reasonable detail, the basis on which indemnification may be due, and the anticipated amount of the indemnified loss. This notice shall not estop or prevent the Indemnified Party from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the Indemnified Party does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that the Indemnifying Party is prejudiced, suffers loss, or incurs expense because of the delay. The Indemnifying Party shall assume the defense of the claim at its own expense with counsel chosen by it that is reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall then control the defense and any negotiations to settle the claim. If within ten (10) days after receiving written notice of the indemnification request, the Indemnifying Party does not confirm to the Indemnified Party that it will defend the claim, the Indemnified Party shall have the right to assume and control the defense, and all defense expenses incurred by it shall constitute an indemnification loss. If the Indemnifying Party defends a claim, the Indemnified Party may retain separate counsel, at its sole cost and expense, to participate in (but not control) the defense and to participate in (but not control) any settlement negotiations. The Indemnifying Party may settle the claim without the consent or agreement of the Indemnified Party, unless the settlement (i) would result in injunctive relief or other equitable remedies or otherwise require the Indemnified Party to comply with restrictions or limitations that adversely affect the Indemnified Party, (ii) would require the Indemnified Party to pay amounts that the Indemnifying Party does not fund in full, or (iii) would not result in the Indemnified Party’s full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement.	
		
13.5.	Enforceability . In the event that any indemnity provisions hereunder are contrary to Applicable Law, then the indemnity obligations applicable hereunder shall be applied to the maximum extent allowed by Applicable Law. The indemnity, defense and hold harmless	

obligations for personal injury or death or property damage under this Contract shall apply regardless of whether the Indemnified Party was concurrently negligent (whether actively or passively), it being agreed by the Parties that in this event, the Parties’ respective liability or responsibility for such damages, losses, costs and expenses under this Section 13 shall be determined in accordance with principles of comparative negligence.
		
14.	Limitation of Liability .	
		
14.1.	Waiver of Consequential Damages . 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 UNDER THIS CONTRACT AND EXCEPT TO THE EXTENT OF AMOUNTS INCLUDED WITHIN LIQUIDATED DAMAGES HEREUNDER. THE PROVISIONS OF THIS SECTION 14.1 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.	
		
14.2.	Limitation of Liability . Except for liability arising under an indemnification obligation hereunder, the maximum total liability under this Contract between Seller and Buyer 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 $15,000,000.	
		
15.	Default .	
		
15.1.	Events of Default . An “ Event of Default ” shall mean, with respect to a Party (“ Defaulting Party ”), the occurrence of any of the following:	
		
15.1.1.	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 15.1.1 if (i) the failure to pay arises in the ordinary course of business by mistake, oversight, or transfer difficulties; and (ii) funds were available to such Party to enable it to make the relevant payment when due; and (iii) 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;	
		
15.1.2.	any representation or warranty made by the Defaulting Party herein shall at any time prove to be false or misleading in any material respect;	
		
15.1.3.	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 Section 15 as a separate Event of Default, or its obligations to deliver or receive Complying	

Gypsum, the remedy for which is provided in Section 1 ) 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
		
15.1.4.	the Defaulting Party (i) 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, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) 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 (v) is unable to pay its debts as they fall due (collectively, “ Bankruptcy Proceedings ”).	
		
15.2.	Remedies . 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: (i) terminate this Contract upon thirty (30) days prior notice; (ii) obtain specific performance of a Party’s obligations under this Contract; or (iii) pursue any and all other rights or remedies available hereunder, at law or in equity.	
		
16.	Termination .	
		
16.1.	By Seller . In the event Seller determines, in its sole discretion, that (i) it must mothball, decommission or shut down the Zimmer Station because economic or regulatory conditions make it commercially impracticable to operate, or (ii) the Zimmer Station will no longer be capable of producing wallboard-grade synthetic gypsum, this Contract may be terminated by Seller on the following terms and conditions:	
		
16.1.1.	If Seller provides * * * written notice to Buyer prior to the effective date of termination, then Buyer shall not be entitled to any compensation for such termination, this Contract shall terminate upon the termination date set forth in the notice, and the Parties shall thereafter have no obligations to each other with respect to the terminated portion of the Contract except for those that survive termination.	
		
16.1.2.	If Seller provides * * * written notice to Buyer prior to the effective date of termination, then on the date of termination Seller shall pay to Buyer termination compensation equal to the following: * * *.	
		
16.1.3.	Notwithstanding the foregoing, if the effective date of termination under this Section 16 occurs during the following calendar years (regardless of when Seller provides notice of such termination), then, in addition to the amounts owed by Seller under Section 16.1.2 (if applicable), Seller shall pay to Buyer the following additional termination fee.	

		
Effective Year of Termination	Termination Fee	
* * *	* * *	
* * *	* * *	
* * *	* * *	

For the avoidance of doubt, there shall be no additional termination fee under this Section 16.1.3 for a termination that is effective in calendar year * * * or later.
16.1.4. * * *.

16.2.	By Buyer . In the event Buyer determines, in its sole discretion, that it must mothball, decommission or shut down one or more of its production lines because economic or regulatory conditions make it commercially impracticable to operate, this Contract may be terminated by Buyer in whole or in part (on a production line-by-production line basis), on the following terms and conditions:	
		
16.2.1.	If Buyer provides * * * written notice to Seller prior to the effective date of termination, then Seller shall not be entitled to any compensation for such termination, this Contract shall terminate, in whole or in part (as applicable), upon the termination date set forth in the notice, and the Parties shall thereafter have no obligations to each other except for those that survive termination.	
		
16.2.2.	If Buyer provides * * * written notice to Seller prior to the effective date of termination, then on the date of termination Buyer shall pay to Seller termination compensation equal to the following: * * *.	
		
16.3.	Sole Remedy . The termination compensation payable by Seller under Section 16.1 shall be the sole remedy to Buyer for a termination under Section 16.1 by Seller. The termination compensation payable by Buyer under Section 16.2 shall be the sole remedy to Seller for a termination under Section 16.2 by Buyer. It is expressly agreed that the termination compensation payable under this Contract does not constitute a penalty and that the Parties have negotiated in good faith for such specific termination compensation and have agreed that the amount of such termination compensation is reasonable.	
		
16.4.	Notice to Buyer . If Seller or any of its representatives shall send any publicly-available communication or correspondence to any regulatory or governmental authority requesting approval to mothball, shut down or decommission one or more units of the Zimmer Station, Seller shall provide copies of any such communication or correspondence to Buyer.	
		
16.5.	Partial Termination . If this Contract is partially terminated under this Section 16 , the Parties shall make an equitable adjustment to the Minimum Amount and the Maximum Amount, which shall be memorialized in an amendment to this Contract.	
		
17.	Payment . By the 15 th of each month, Seller shall invoice Buyer for the total amount of gypsum delivered during the prior month at the Base Contract Price, plus all other amounts due hereunder for such month, including any Storage and Handling Fees. Buyer shall pay by check or other mutually agreeable means such invoices in full by * * *. Overdue payments shall accrue interest at the Interest Rate from, and including, the due date to, but excluding, the date of payment. If Buyer, in good faith, disputes an invoice, Buyer shall immediately notify Seller 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 Buyer is ultimately determined to be due to Seller, 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 . During the Term, Buyer, at its sole cost and expense, shall obtain and maintain, and shall require all barge operators and motor carriers to procure and maintain, insurance coverage at the minimum coverages, levels, limits and conditions set forth in Exhibit C-1 . During the Term, Seller, at its sole cost and expense, shall obtain and maintain insurance coverage at the minimum coverages, levels, limits and condtions set forth in Exhibit C-2 . Liability of Buyer and Seller under this Contract, or otherwise at law, shall not be limited to or by the indemnity and hold harmless provisions of this Contract and shall not be limited to or by the insurance required to be provided as set forth in Exhibit C .	
		
20.	Taxes . The Base Contract Price payable hereunder does not include any taxes. Buyer shall be liable for the payment of all taxes based on the purchase of gypsum, except taxes on the net income of Seller. If applicable, Buyer shall provide Seller with a tax-exempt certificate.	
		
21.	Miscellaneous .	
		
21.1.	Severability . 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.	
		
21.2.	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.	
		
21.3.	Assignment . 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.	
		
21.4.	Survival . The provisions of this Contract, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of this Contract, shall survive, including the following sections of this Contract: Sections 1.1.1 , 1.3 , 1.4 , 1.5 , 4.5 , 4.6 , 4.7 , 4.8 , 5 , 7 , 8 , 9 , 10 , 11 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 and 21 .	
		
21.5.	Governing Law . 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.	
		
21.6.	Intentionally deleted .	
		
21.7.	Wavier of Jury Trial . EACH OF SELLER AND BUYER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES AND FOREVER RELINQUISHES ANY AND ALL CLAIMS OR RIGHTS THAT SUCH PARTY MAY HAVE TO ANY TRIAL BY JURY ON ANY ISSUE ARISING OUT OF ANY LITIGATION OR DISPUTES OR CLAIMS UNDER THIS CONTRACT OR IN ANY WAY ASSOCIATED THEREWITH, SUCH PARTIES INTENDING TO WAIVE AND FOREVER RELINQUISH ANY RIGHT UNDER THE SEVENTH AMENDMENT OF THE UNITED STATES CONSTITUTION TO TRIAL BY JURY AND ANY CLAIMS OR RIGHTS TO A TRIAL BY JURY UNDER THE CONSTITUTION OF ANY STATE OR ANY OTHER CONSTITUTIONAL, STATUTORY OR OTHERWISE APPLICABLE LAW PROVIDING FOR A RIGHT OF TRIAL BY JURY.	
		
21.8.	Entire Agreement . 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.
[Signatures follow on next page.]

The Parties have signed this Contract by their duly authorized representatives effective on the Effective Date.
SELLER :
DYNEGY ZIMMER, LLC

By:      /s/ Robert C. Flexon         
Name:      Robert C. Flexon
Title:      President and CEO

BUYER :
CONTINENTAL SILVER GROVE, LLC

By:      /s/ James Bachmann         
Name:      James Bachmann
Title:      CEO

Exhibit A
* * *

Exhibit B

		
1.	Buyer shall provide Seller no less than 48 hours’ notice of its intent to re-sample the delivery and an opportunity to witness the same.	
		
2.	Buyer’s sampling shall be performed in accordance with the following: Buyer shall take six samples, each taken equal distance the length of the applicable barge, within a central rectangle holding a minimum of 5’ from barge edges and bottom of the barge, and each sample collected should be no less than one (1) foot from the upper crust (see demonstrative sketch attached as Exhibit B).	
		
3.	Each sample will be split into 3, one for the Buyer, one for the Seller and one for a 3 rd party tester.	
		
4.	Each sample should be tested separately and results reported as such. If Seller is unable to witness such sampling, Buyer shall provide Seller with the split samples.	
		
5.	In the case of TDS readings, if two or more of the six samples measured by Buyer and two or more of the six samples measured by Seller are * * * the gypsum in the barge will be treated as Non-Complying Gypsum and will be accepted by Buyer at the agreed price for Non-Complying Gypsum and the tonnage will be counted in the total tonnage delivered during the applicable Contract Year.	
		
6.	In the case of TDS readings, if two or more of the six samples taken are * * *, then Seller may either (i) offer the barge at no charge, or (ii) remove the Non-Complying Gypsum from the Buyer Plant at Seller’s cost. If the barge is offered at no charge and accepted by Buyer, the tons will be counted towards the total tonnage delivered during the applicable Contract Year.	
		
7.	For all other items, if two or more of the six samples measured by Buyer and two or more of the six samples measured by Seller are out of specification then Seller shall have the right to (i) propose a price adjustment or alternative solution or (ii) remove the Non-Complying Gypsum from the Buyer Plant at Seller’s cost. If Seller neither proposes a price adjustment nor removes the Non-Complying Gypsum, then Seller shall reimburse Buyer for any per ton removal costs and increased production costs incurred by Buyer, provided that such reimbursement shall never exceed two times the Base Contract Price per ton then in effect under the Miami Fort Contract. The Non-Complying Gypsum will not count towards the total tonnage delivered during the applicable Contract Year unless agreed upon as part of a price adjustment or alternative solution.	
		
8.	If Seller tests the gypsum and the results do not agree with Buyer’s results, the Parties shall agree on an independent third party testing to perform testing on the spilt sample to determine if the gypsum was Complying Gypsum or Non-Complying Gypsum at the time the specifications were determined pursuant to the sampling provisions of Exhibit A, the costs of which shall be split by the Parties, and the results of which shall be binding on the Parties	
		
9.	For the avoidance of doubt, Buyer shall have no right to reject any gypsum more than ten (10) days after Buyer has received the barge at its barge staging area.	

Gypsum Barge Sampling Diagram

Exhibit C-1
Buyer’s Insurance Requirements

1. Required Coverages . Buyer agrees to procure and maintain, and shall require all barge operators and motor carriers to procure and maintain, insurance coverages with reputable insurers. All insurance policies procured and maintained hereunder must be written with insurance companies licensed to do business in the state where this Contract will be performed, and carry a rating of A- VII or better as shown in the most current issue of A.M. Best’s Key Rating Guide, under forms of policies satisfactory to Seller, in the kinds and amounts as set forth below:
1.1. Worker’s Compensation Insurance, including occupational disease coverage, in accordance with the benefits afforded by the statutory worker’s compensation acts applicable to the state, territory or district of hire, supervision or place of accident and including, when applicable, full coverage for maritime obligations, the United States Longshoremen’s and Harbor Worker’s Compensation Act and Outer Continental Shelf Lands Act.
1.2. Employer’s Liability Insurance to include alternate employer, in an amount not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit, except for offshore work or other work entailing maritime or U.S. Longshoremen’s and Harbor Worker’s Compensation Act obligations, in which case limits shall be carried of not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.
1.3. Commercial General Liability Insurance with a single limit of liability for bodily injury or property damage of $1,000,000 per occurrence ($2,000,000 aggregate) on ISO Coverage Form CG 00 01 (or equivalent), such coverage to include premises/operations, independent contractors, broad form bodily injury and property damage, personal injury, explosion, blanket contractual liability covering the obligations assumed by Buyer herein with respect to Buyer and the barge operators and the motor carriers.
1.4. Business Automobile Liability Insurance covering all owned, non-owned (including Seller vehicles), leased, rented, and hired motor vehicles, including coverage for loading and unloading, used in the performance of this Contract, with limits of not less than $1,000,000 combined single limit.
1.5. Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the aggregate providing additional limits of insurance to the coverage described in Sections 1.2, 1.3 and 1.4 above.
2. Insurance Requirements . All required insurance maintained by Buyer shall, as reasonably satisfactory to Seller:
2.1. name each Seller Indemnified Party an Additional Insured with CG20101001 and CG20371001 or equivalent Additional Insured Endorsement, except Worker’s Compensation or Employer’s Liability insurance;
2.2. be endorsed to be Primary to any other insurance policies carried by any Seller Indemnified Party with respect to Buyer’s operations;
2.3. endeavor to notify Seller in accordance with the policy provisions should any of the above described policies be cancelled before the expiration date thereof; and
2.4. if ‘Claims-Made’ coverage, have a three-(3) year reporting period extension from the termination of this Contract.
3. Waiver of Subrogation . To the fullest extent permitted by Applicable Law, Buyer hereby waives on behalf its insurance carriers any right of subrogation such carriers may have against the Seller Indemnified Parties. Except where prohibited by Applicable Law, all policies of insurance pertaining to this Contract which are procured, held or maintained by Buyer, whether required by this Contract or not, shall

be endorsed to provide that the underwriters or insurers waive any and all rights of subrogation against the Seller Indemnified Parties.
4. Notification of Reduction in Coverage . Buyer shall endeavor to notify Seller upon learning of a possible damage claim that might cause a reduction below seventy-five percent (75%) of any aggregate limit of any policy.
5. Certificates of Insurance . Buyer shall (i) prior to the Effective Date, provide to Seller Certificates of Insurance for itself and each of the barge operators and motor carriers on a standard ACORD form signed by an authorized representative evidencing the coverages, limits, endorsements and extensions required herein for Seller and each entity required to be named as an Additional Insured herein; and (ii) deliver, or require to be delivered, to Seller a renewal certificate not less than ten (10) days before policy expiration.
6. Self-Insurance . Except where prohibited by Applicable Law, Buyer may, at its election and upon prior written approval of Seller, self-insure as to any of the insurance coverages required by this Exhibit, and in such case shall administer any claims in the same manner as would be adjusted and administered under an industry standard form policy meeting the above coverage requirements.
7. Barge Operators and Motor Carriers . Notwithstanding the provisions of Section 1 above, if approved in advance by Seller, Buyer may permit barge operators or motor carriers to carry less than the coverages required under Section 1 above, provided that Buyer shall in all cases ensure that policies provided by barge operators or motor carriers are of the types and in amounts which are customary in the context of Buyer’s course of dealing with such barge operator or motor carrier and the work being performed by such barge operator or motor carrier.

Exhibit C-2
Seller’s Insurance Requirements

1. Required Coverages . Seller agrees to procure and maintain insurance coverages with reputable insurers. All insurance policies procured and maintained hereunder must be written with insurance companies licensed to do business in the state where this Contract will be performed, and carry a rating of A- VII or better as shown in the most current issue of A.M. Best’s Key Rating Guide, under forms of policies satisfactory to Buyer, in the kinds and amounts as set forth below:
1.1. Worker’s Compensation Insurance, including occupational disease coverage, in accordance with the benefits afforded by the statutory worker’s compensation acts applicable to the state, territory or district of hire, supervision or place of accident and including, when applicable, full coverage for maritime obligations, the United States Longshoremen’s and Harbor Worker’s Compensation Act and Outer Continental Shelf Lands Act.
1.2. Employer’s Liability Insurance to include alternate employer, in an amount not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit, except for offshore work or other work entailing maritime or U.S. Longshoremen’s and Harbor Worker’s Compensation Act obligations, in which case limits shall be carried of not less than $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.
1.3. Commercial General Liability Insurance with a single limit of liability for bodily injury or property damage of $1,000,000 per occurrence ($2,000,000 aggregate) on ISO Coverage Form CG 00 01 (or equivalent), such coverage to include premises/operations, independent contractors, broad form bodily injury and property damage, personal injury, explosion, blanket contractual liability covering the obligations assumed by Seller herein with respect to Buyer.
1.4. Business Automobile Liability Insurance covering all owned, non-owned (including Buyer vehicles), leased, rented, and hired motor vehicles, including coverage for loading and unloading, used in the performance of this Contract, with limits of not less than $1,000,000 combined single limit.
1.5. Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and in the aggregate providing additional limits of insurance to the coverage described in Sections 1.2, 1.3 and 1.4 above.
2. Waiver of Subrogation . To the fullest extent permitted by Applicable Law, Seller hereby waives on behalf its insurance carriers any right of subrogation such carriers may have against the Buyer Indemnified Parties. Except where prohibited by Applicable Law, all policies of insurance pertaining to this Contract which are procured, held or maintained by Seller, whether required by this Contract or not, shall be endorsed to provide that the underwriters or insurers waive any and all rights of subrogation against the Buyer Indemnified Parties.
3. Self-Insurance . Except where prohibited by Applicable Law, Seller may self-insure as to any of the insurance coverages required by this Exhibit, and in such case shall administer any claims in the same manner as would be adjusted and administered under an industry standard form policy meeting the above coverage requirements.

Exhibit 31.1
CERTIFICATION
I, James Bachmann, certify that:
		
1.	I have reviewed this Quarterly Report on Form 10-Q of Continental Building Products, Inc.;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
b.	Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;	
		
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

			
/s/ James Bachmann	 	May 5, 2017	
James Bachmann	 	Date	
President and Chief Executive Officer	 	 	
(Principal Executive Officer)	 	 	

Exhibit 31.2
CERTIFICATION
I, Dennis Schemm, certify that:
		
1.	I have reviewed this Quarterly Report on Form 10-Q of Continental Building Products, Inc.;	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
		
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
b.	Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;	
		
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

			
/s/ Dennis Schemm	 	May 5, 2017	
Dennis Schemm	 	Date	
Senior Vice President and Chief Financial Officer	 	 	
(Principal Financial Officer)	 	 	

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Continental Building Products, Inc. (the “Company”) on Form 10-Q for the fiscal quarterly period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, James Bachmann, President and Chief Executive Officer of the Company, and Dennis Schemm, Senior Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to his knowledge:
		
(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and	
		
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

			
/s/ James Bachmann	 	May 5, 2017	
James Bachmann	 	Date	
President and Chief Executive Officer	 	 	
(Principal Executive Officer)	 	 	
 	 	 	
/s/ Dennis Schemm	 	May 5, 2017	
Dennis Schemm	 	Date	
Senior Vice President and Chief Financial Officer	 	 	
(Principal Financial Officer)