AMENDMENT
No. 5 and WAIVER (this “ Amendment ”) dated
as of July 20, 2005, to the CREDIT AGREEMENT dated as of
November 28, 2001, as amended and restated as of
April 10, 2002, as further amended as of December 19,
2002, as further amended as of May 5, 2003, as further amended
as of May 21, 2003, and as further amended as of
November 17, 2003 (the “ Credit Agreement
”), among COMPASS MINERALS INTERNATIONAL, INC., COMPASS
MINERALS GROUP, INC., SIFTO CANADA INC., SALT UNION LIMITED, the
LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as Canadian Agent, and J.P. MORGAN EUROPE LIMITED (formerly known
as CHASE MANHATTAN INTERNATIONAL LIMITED), as UK Agent.
A.
Pursuant to the Credit Agreement, the Lenders have extended credit
to the Borrowers, and have agreed to extend credit to the
Borrowers, in each case pursuant to the terms and subject to the
conditions set forth therein.
B.
Holdings and the Borrowers have requested that the Lenders agree to
waive compliance with the requirements set forth in
Section 7.02 of the Credit Agreement to the extent, and only
to the extent, necessary to permit the UK Borrower to sublease,
substantially on the terms disclosed to the Administrative Agent
prior to the date hereof, approximately 1.5 acres of land that is
leased by the UK Borrower as lessee and located at the UK
Borrower’s 4 shaft site, as further described in the letter
attached as Exhibit A hereto, to Minosus Ltd. (“
Minosus ”), a joint venture between a subsidiary of
the US Borrower and Onyx Environmental Group plc (the “
Transaction ”).
C.
Holdings and the Borrower have also requested that the Lenders
agree to amend Sections 1.01, 7.02 and 7.05 of the Credit Agreement
as set forth herein.
D.
The undersigned Lenders are willing, pursuant to the terms and
subject to the applicable conditions set forth herein, to grant
such waiver and approve such amendments.
E.
Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Credit
Agreement.
Accordingly,
in consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and subject to the applicable
conditions set forth herein, the parties hereto hereby agree as
follows:
SECTION
1. Waivers . Subject to the applicable conditions set forth
herein, the undersigned Lenders hereby waive compliance with the
requirements set forth in the Credit Agreement to the extent, and
only to the extent, necessary to permit the consummation of the
Transaction.
2
SECTION
2. Amendments to Section 1.01 . Section 1.01 of
the Credit Agreement is hereby amended by deleting the word
“and” at the end of clause (g) of the definition
of “Asset Sale” and replacing the period at the end of
the definition of “Asset Sale” with the
following:
and
any transaction permitted pursuant to
Section 7.02(r).
SECTION
3. Amendments to Section 7.02 . Section 7.02 of
the Credit Agreement is hereby amended by (a) deleting the
word “and” at the end of subparagraph (p) and
(b) replacing the period at the end of subparagraph
(q) with the following:
(r) the US
Borrower and any of its Subsidiaries may sell or otherwise dispose
of assets (excluding capital stock of, or other equity interests
in, Wholly-Owned Subsidiaries and Wholly-Owned Unrestricted
Subsidiaries) that are not permitted by any other paragraph of this
Section, provided that the aggregate fair market value of
all assets sold, transferred or otherwise disposed of in reliance
on this paragraph (r) shall not exceed $15,000,000 during the
term of this Agreement.
SECTION
4. Amendments to Section 7.05 . Section 7.05 of
the Credit Agreement is hereby amended by deleting the words
“and (m)” at the end of subparagraph (m) and
replacing it with the words “, (m) and
(r)”.
SECTION
5. Representations and Warranties . Each of Holdings and the
Borrowers represents and warrants to the Administrative Agent and
the Lenders that:
(a) This Amendment
has been duly authorized, executed and delivered by each of
Holdings and the Borrowers and constitutes a legal, valid and
binding obligation of each of Holdings and the Borrowers,
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a
proceeding in equity or at law.
(b) The
representations and warranties of each of Holdings and each
Borrower set forth in the Credit Documents are true and correct on
and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date,
in which case such representations and warranties are true and
correct as of such earlier date.
(c) Immediately
prior to and after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.
SECTION
6. Conditions to Effectiveness . This Amendment shall become
effective as of the date first above written when the
Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of
Hol
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