AGREEMENT AND PLAN OF MERGERMerger Agreement • November 13th, 2019 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 12, 2019, between CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation (“Parent”), Cupertino Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Continental Building Products, Inc., a Delaware corporation (the “Company”), and solely for purposes of Section 5.2 and, to the extent related thereto, Article VIII, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (the “Guarantor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of by and between Continental Building Products, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
CONTINENTAL BUILDING PRODUCTS, INC. 4,500,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • March 18th, 2016 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
LSF8 Gypsum Holdings, L.P., a Delaware limited partnership (the “Selling Stockholder”) proposes to sell to the underwriter named in Schedule I hereto (the “Underwriter”), for whom you (the “Representative”) are acting as representative, 4,500,000 shares of common stock, $0.001 par value (“Common Stock”), of Continental Building Products, Inc., a corporation organized under the laws of Delaware (the “Company”) (said shares to be sold by the Selling Stockholder being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to 606,803 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).
CONTINENTAL BUILDING PRODUCTS, INC. [13,236,000] Shares Common Stock ($0.001 par value) Form of Underwriting AgreementUnderwriting Agreement • January 31st, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
Continental Building Products, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [11,765,000] shares of common stock, $0.001 par value (“Common Stock”) of the Company and LSF8 Gypsum Holdings, L.P., a Delaware limited partnership (the “Selling Stockholder”), proposes to sell to the several Underwriters [1,471,000] shares of Common Stock (said shares to be issued and sold by the Company and said shares to be sold by the Selling Stockholder collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriters an option to purchase up to [1,985,400] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Secur
SECOND LIEN CREDIT AGREEMENT dated as of August 30, 2013, among LSF8 GYPSUM HOLDINGS COMPANY, LLC, CONTINENTAL BUILDING PRODUCTS LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC and RBC...Second Lien Credit Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 30, 2013, among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (including its permitted successors, “Holdings”), Continental Building Products LLC, a Delaware limited liability company (including its permitted successors, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and CREDIT SUISSE AG, as administrative agent and collateral agent (together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of by and among Continental Building Products, Inc., a Delaware corporation (the “Company”), and LSF8 Gypsum Holdings, L.P. (the “Original Holder”).
CONTINENTAL BUILDING PRODUCTS, INC. 7,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • November 17th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
This is to confirm the agreement among the Selling Stockholder, the Company and the Underwriters concerning the purchase of the Securities from the Selling Stockholder by the Underwriters.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2016 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
This Stock Purchase Agreement, dated March 14, 2016 (the “Agreement”), is entered into by and between Continental Building Products, Inc., a Delaware corporation (the “Company”), and LSF8 Gypsum Holdings, L.P., a Delaware limited partnership (the “Selling Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 24, 2015 (the “Effective Date”) between Continental Building Products Operating Company, LLC (together with its parent, Continental Building Products, Inc., the “Company”) and James W. Bachmann (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
GYPSUM CONTRACT (Miami Fort Station)Gypsum Contract • May 5th, 2017 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Ohio
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”.
GYPSUM CONTRACTGypsum Contract • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Ohio
This Contract is between The Cincinnati Gas & Electric Company (“CG&E”), The Dayton Power and Light Company (“DP&L”) and Columbus Southern Power Company (“CSP”), each an Ohio corporation and the owners (collectively “Owners”) of the Wm. H. Zimmer Generating Station (‘Zimmer Station’) located in Moscow, Ohio, and Lafarge Corporation, a Maryland corporation (“Lafarge”).
ContractLetter of Understanding • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
Certain confidential information has been omitted from this Exhibit 10.21 pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. The omitted information is indicated by the symbol “* * *” at each place in this Exhibit 10.21 where the omitted information appeared in the original.
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
This AMENDMENT, dated as of August 28, 2013 (this “Amendment”), to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of June 24, 2013, is entered into by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “US Seller”), on the one hand, and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (“U.S. Acquisitions”), CONTINENTAL BUILDING PRODUCTS, LLC (formerly known as LSF8 Gypsum Investments, LLC), a Delaware limited liability company (the “New Purchaser”), CONTINENTAL SILVER GROVE, LLC (formerly known as Silver Grove Property Holdings, LLC), a Delaware limited liability company (“CSG”), CONTINENTAL PALATKA, LLC (formerly known as Palatka Property Holdings, LLC), a Delaware limited liability company (“CP”), and CONTINENTAL BUCHANAN, LLC (formerly known as Buchanan Property Holdings, LLC), a Delaware limited liability company (“CB” and, together with the New Purchaser, CSG and CP, the “US Purchaser Parties”), on the other hand. Capitalized
AMENDED AND RESTATED GYPSUM CONTRACTGypsum Contract • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Ohio
This Amended and Restated Gypsum Contract (“Contract”) dated June 8, 2005 (“Effective Date”) is between The Cincinnati Gas & Electric Company, an Ohio corporation and operating owner of the Miami Fort Generating Station (“Miami Fort Station”) located in North Bend, Ohio (“CG&E”), and Lafarge North America, Inc., a Maryland corporation (“Lafarge”), and amends and restates the Gypsum Contract dated October 8, 2004 between CG&E and Lafarge. CG&E and Lafarge may be referred to collectively as the “Parties” or individually as a “Party”.
GYPSUM CONTRACTGypsum Contract • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Florida
THIS AGREEMENT OF SALE AND PURCHASE is made this 9th day of August, 1999, between SEMINOLE ELECTRIC COOPERATIVE, INC., a Florida corporation (“Seller”) and LAFARGE CORPORATION, a Maryland corporation, or its assignee or nominee (“Buyer”). The Agreement is to be effective as of the date first above written which is the date this Agreement is executed by Seller and delivered to Buyer (the “Effective Date”).
ASSET ADVISORY AGREEMENT CONTINENTAL BUILDING PRODUCTS LLCAsset Advisory Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of August 30, 2013, by and between HUDSON AMERICAS LLC, a Delaware limited liability company (“Manager”), and CONTINENTAL BUILDING PRODUCTS LLC, a Delaware limited liability company (“Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
ASSET PURCHASE AGREEMENT between LAFARGE NORTH AMERICA INC. and LONE STAR U.S. ACQUISITIONS, LLC Dated as of June 24, 2013Asset Purchase Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2013, by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “US Seller”) and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (the “Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Maryland
This Assignment and Assumption Agreement shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns.
FIRST LIEN CREDIT AGREEMENT dated as of August 30, 2013, among LSF8 GYPSUM HOLDINGS COMPANY, LLC, CONTINENTAL BUILDING PRODUCTS LLC, CONTINENTAL BUILDING PRODUCTS CANADA INC., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent...First Lien Credit Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 30, 2013, among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (including its permitted successors, “Holdings”), Continental Building Products LLC, a Delaware limited liability company (including its permitted successors, the “US Borrower”), Continental Building Products Canada Inc., a Canadian federal corporation (including its permitted successors, the “Canadian Borrower” and together with the US Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks and CREDIT SUISSE AG, as administrative agent and collateral agent (together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
This AMENDMENT NO. 2, dated as of August 29, 2013 (this “Amendment”), to the Asset Purchase Agreement (as amended, the “Purchase Agreement”), dated as of June 24, 2013, as amended on August 28, 2013, is entered into by and among LAFARGE NORTH AMERICA INC., a Maryland corporation (the “US Seller”), on the one hand, and LONE STAR U.S. ACQUISITIONS, LLC, a Delaware limited liability company (“U.S. Acquisitions”), CONTINENTAL BUILDING PRODUCTS LLC (formerly known as LSF8 Gypsum Investments, LLC), a Delaware limited liability company (the “New Purchaser”), CONTINENTAL SILVER GROVE, LLC (formerly known as Silver Grove Property Holdings, LLC), a Delaware limited liability company (“CSG”), CONTINENTAL PALATKA, LLC (formerly known as Palatka Property Holdings, LLC), a Delaware limited liability company (“CP”), and CONTINENTAL BUCHANAN, LLC (formerly known as Buchanan Property Holdings, LLC), a Delaware limited liability company (“CB” and, together with the New Purchaser, CSG and CP, the “US Pur
SECOND REPLACEMENT FACILITY AMENDMENT dated as of December 6, 2017, among CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC, THE LENDER PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC as Sole Lead...Second Replacement Facility Amendment • December 11th, 2017 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
This SECOND REPLACEMENT FACILITY AMENDMENT, dated as of December 6, 2017 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of August 18, 2016 (as amended by the Replacement Facility Amendment, dated as of February 21, 2017, and 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 US 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 party thereto as lenders and as issuing banks, and Credit Suisse AG,
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 18, 2016, among CONTINENTAL BUILDING PRODUCTS, INC., CONTINENTAL BUILDING PRODUCTS OPERATING COMPANY, LLC, CONTINENTAL BUILDING PRODUCTS CANADA INC., THE LENDERS PARTY HERETO and CREDIT SUISSE...Credit Agreement • August 22nd, 2016 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • New York
AMENDMENT ONE TO GYPSUM CONTRACTGypsum Contract • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
This Amendment One to Gypsum Contract (this “Amendment”) is made and entered into to be effective December 11, 2008, by and between Seminole Electric Cooperative, Inc., an electric generation and transmission cooperative corporation organized under the laws of the State of Florida (together with its successors and assigns, “Seminole”) which is the operator of the Seminole electric generating plant located at 890 North Highway 17, Palatka, Florida 32178 (the “Seminole Plant”) and Lafarge North America Inc., previously known as Lafarge Corporation, a Maryland corporation (together with its successors and assigns, “Lafarge”). In this Amendment, Seminole and Lafarge are sometimes collectively referred to as “Parties” and individually as a “Party”.
Amendment No. 1 to Supply AgreementSupply Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
This Amendment No. 1 (this “Amendment”) to the Supply Agreement dated as of December 11, 2007 (the “Supply Agreement”) between Synthetic Materials, LLC, a Florida limited liability company (“SynMat”) and Lafarge North America Inc., a Maryland company (“Lafarge”) is dated as of this 22nd day of December, 2008.
FIRST AMENDMENT TO SYNTHETIC GYPSUM SUPPLY AGREEMENTSynthetic Gypsum Supply Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
This First Amendment To Synthetic Gypsum Supply Agreement (“Amendment”) is made between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”); and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”), and effective as of February 16, 2009 (“Amendment Effective Date”).
SYNTHETIC GYPSUM SUPPLY AGREEMENTSynthetic Gypsum Supply Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Maryland
This Agreement is entered into this 11th day of December, 2007 (“Effective Date”) by and between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”) and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”) for the supply and purchase of synthetic Gypsum materials (“Agreement”).
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...Replacement Facility Amendment • May 5th, 2017 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
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,
TERMINATION AGREEMENTTermination Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Texas
THIS TERMINATION AGREEMENT, dated as of December 20, 2013 (this “Agreement”), between HUDSON AMERICAS LLC (“Manager”), a Delaware limited liability company, Continental Building Products Operating Company, LLC, formerly known as Continental Building Products, LLC (“Owner”), and LONE STAR FUND VIII (U.S.), L.P., a Delaware limited partnership (the “Fund”), is entered into with respect to that certain Asset Advisory Agreement, dated as of August 30, 2013 (the “Advisory Agreement”) by and between the Manager, Owner and, for purposes of Section 7(a) thereof, the Fund.
DECEMBER 2009 AMENDMENT TO GYPSUM CONTRACTGypsum Contract • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
This December 2009 Amendment to the Gypsum Contract dated December 29, 1998 (“December 2009 Amendment”) is entered into as of the 22nd day of December, 2009, by and between Duke Energy Ohio, Inc. (“DEO”), formerly known as The Cincinnati Gas and Electric Company, The Dayton Power & Light Company (“DP&L”) and Columbus Southern Power Company (“CSP”), each an Ohio corporation and owners (collectively “Owners”) of the Wm H. Zimmer Generating Station located in Moscow, Ohio (“Zimmer”) and by Lafarge North America Inc., a Maryland corporation, (“Lafarge”). The Owners and Lafarge may he referred collectively as the Parties or individually, as a Party.
PAPER SUPPLY AGREEMENTPaper Supply Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Delaware
THIS PAPER SUPPLY AGREEMENT (this “Agreement”) is made this 18th day of February, 2000, among SEVEN HILLS PAPERBOARD, LLC, a Delaware limited liability company having its registered office at 1801 Concord Turnpike, Lynchburg, Virginia 24504 (the “Company”) and LAFARGE CORPORATION, a Maryland corporation, having its principal place of business at 11130 Sunrise Valley Drive, Reston, Virginia 20191 (“Lafarge”).
ContractIncremental Assumption Agreement and Amendment No. 1 • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 dated as of December 2, 2013 (this “Amendment”), to the FIRST LIEN CREDIT AGREEMENT dated as of August 30, 2013 (the “Credit Agreement”), among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (“Holdings”), Continental Building Products LLC, a Delaware limited liability company (the “US Borrower”), Continental Building Products Canada Inc., a Canadian federal corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), the Subsidiary Guarantors party hereto, the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Existing Lenders” and, individually, an “Existing Lender”), and Credit Suisse AG, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
SYNTHETIC GYPSUM SUPPLY AGREEMENTSynthetic Gypsum Supply Agreement • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products • Kentucky
This Agreement is entered into this 11th day of December, 2007, by and between Synthetic Materials, LLC, a Florida Limited Liability Company with its principal place of business at 244 Old Highway 149, PO Box 87, Cumberland City, Tennessee, 37050 (“SynMat”) and Lafarge North America Inc., a Maryland corporation, with its principal place of business at 12950 Worldgate Drive, Herndon, Virginia 20170 (“Lafarge”) for the supply and purchase of synthetic Gypsum materials (“Agreement”).
ContractIncremental Assumption Agreement and Amendment No. 1 • January 10th, 2014 • Continental Building Products, Inc. • Concrete, gypsum & plaster products
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 dated as of December 2, 2013 (this “Amendment”), to the SECOND LIEN CREDIT AGREEMENT dated as of August 30, 2013 (the “Credit Agreement”), among LSF8 Gypsum Holdings Company, LLC, a Delaware limited liability company (“Holdings”), Continental Building Products LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party hereto, the several banks and other financial institutions or entities from time to time party thereto (collectively, the “Existing Lenders” and, individually, an “Existing Lender”), and Credit Suisse AG, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
