Exhibit 10.6
EXECUTION COPY
AMENDMENT No. 2 (this "AMENDMENT") dated as of May 5, 2003, to the
CREDIT AGREEMENT dated as of November 28, 2001, as amended and restated as
of April 10, 2002, and as further amended as of December 19, 2002 (the
"CREDIT AGREEMENT"), among SALT HOLDINGS CORPORATION, COMPASS MINERALS
GROUP, INC., SIFTO CANADA INC., SALT UNION LIMITED, the LENDERS from time
to time party thereto, JPMORGAN CHASE BANK, as Administrative Agent, ▇.▇.
▇▇▇▇▇▇ BANK CANADA, as Canadian Agent, and ▇.▇. ▇▇▇▇▇▇ 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 has requested that the Lenders agree to amend certain
provisions of the Credit Agreement pursuant to the terms and subject to the
conditions set forth herein to permit the US Borrower to use the proceeds of
a US Revolving Borrowing in an aggregate principal amount of up to
$60,000,000 to pay Permitted Dividends (as defined below). Holdings has
further requested that the Lenders agree to amend certain provisions of the
Credit Agreement pursuant to the terms and subject to the conditions set
forth herein to permit the US Borrower to incur Indebtedness, in an aggregate
principal amount of not more than $60,000,000, in the form of either (a)
additional terms loans under the Credit Agreement (as amended hereby) or (b)
additional unsecured subordinated Indebtedness (all Indebtedness that may be
incurred by the US Borrower pursuant to this Recital B, "PERMITTED DIVIDEND
INDEBTEDNESS"), to pay Permitted Dividends.
C. Holdings has requested that the Lenders agree to amend certain
provisions of the Credit Agreement pursuant to the terms and subject to the
conditions set forth herein to permit (a) the payment by the US Borrower of
Dividends to Holdings in an aggregate amount of not more than $120,000,000
paid out of (x) the proceeds of Permitted Dividend Indebtedness and (y) cash
on hand of the US Borrower (such Dividends, the "PERMITTED US BORROWER
DIVIDENDS"), and (b) the payment by Holdings of Dividends and the repurchase
or repayment by Holdings of Indebtedness of Holdings owing to Persons other
than the Apollo Group or Management Participants (collectively such other
Persons, "PERMITTED RECIPIENTS") with the proceeds of the Permitted US
Borrower Dividends, provided that not more than $60,000,000 of such proceeds
may be used to pay a pro rata dividend or distribution in respect of
Holdings's common stock and the remaining amount shall be used to pay
Dividends in respect of equity interests in Holdings held by Permitted
Recipients and to repurchase or repay Indebtedness of Holdings to Permitted
Recipients (such Dividends and repurchase or repayment of Indebtedness
payable by Holdings together with the Permitted US Borrower Dividends,
"PERMITTED DIVIDENDS").
D. The undersigned Lenders are willing, pursuant to the terms and
subject to the conditions set forth herein, so to amend the Credit Agreement.
E. J.P. ▇▇▇▇▇▇ Bank Canada has requested to resign from the performance
of all its functions and duties as Canadian Agent under the Credit Agreement
and under the other Credit Documents and Holdings and the Required Lenders
are willing to appoint ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as successor
Canadian Agent thereunder.
F. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Credit Agreement (as amended
hereby).
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 conditions set forth
herein, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
Agreement is hereby amended by inserting the following definitions in the
appropriate alphabetical order to read as follows:
"ADDITIONAL LENDER" shall have the meaning provided in Section 2.23.
"INCREMENTAL TERM LOAN AMENDMENT" shall have the meaning provided
in Section 2.23.
"INCREMENTAL TERM LOAN COMMITMENTS" shall have the meaning provided
in Section 2.23.
"INCREMENTAL TERM LOANS" shall have the meaning provided in Section
2.23.
"PERMITTED DIVIDENDS" shall mean (a) the Permitted US Borrower
Dividends and (b) the Permitted Holdings Dividends.
"PERMITTED DIVIDEND INDEBTEDNESS" shall mean (a) a US Revolving
Borrowing in an aggregate principal amount of not more than $60,000,000,
(b) Incremental Term Loans in an aggregate principal amount of not more
than (x) $60,000,000 less (y) the aggregate principal amount of
Subordinated Repurchase Indebtedness (whether previously issued or to be
issued concurrently with the incurrence of the Incremental Term Loans) and
(c) Subordinated Repurchase Indebtedness in an aggregate principal amount
of not more than (x) $60,000,000 less (y) the aggregate principal amount
of all Incremental Term Loans (whether previously incurred or to be
incurred concurrently with the incurrence of such Subordinated Repurchase
Indebtedness); PROVIDED that the aggregate amount of Permitted Dividend
Indebtedness shall in no event exceed (x) $120,000,000 less (y) the cash
on hand of the US Borrower to be used to pay the Permitted US Borrower
Dividends (except to the extent such cash is used to pay the Permitted US
Borrower Dividends as a result of the payment of transaction costs
incurred in connection
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with the Permitted Dividend Indebtedness from the proceeds of such
Permitted Dividend Indebtedness).
"PERMITTED HOLDINGS DIVIDENDS" shall mean the payment by Holdings
of Dividends and the repurchase or repayment by Holdings of Indebtedness
of Holdings owing to Permitted Recipients with the proceeds of the
Permitted US Borrower Dividends; PROVIDED that not more than $60,000,000
of such proceeds may be used to pay a pro rata dividend or distribution in
respect of Holdings's common stock and the remaining amount shall be used
to pay Dividends in respect of equity interests in Holdings held by
Permitted Recipients and to repurchase or repay Indebtedness of Holdings
to Permitted Recipients.
"PERMITTED RECIPIENTS" shall mean Persons other than the Apollo
Group or Management Participants.
"PERMITTED US BORROWER DIVIDENDS" shall mean the payment by the US
Borrower of Dividends to Holdings in an aggregate amount of not more than
$120,000,000 paid out of (x) the proceeds of Permitted Dividend
Indebtedness and (y) cash on hand of the US Borrower.
"SUBORDINATED REPURCHASE INDEBTEDNESS" shall mean unsecured
subordinated Indebtedness of the US Borrower reasonably satisfactory to
the Administrative Agent (i) that is subordinated to the Obligations at
least to the same extent as the Senior Subordinated Notes are subordinated
to the Obligations, (ii) that contains payment blockage provisions that
are no less favorable to the Lenders than the payment blockage provisions
of the Senior Subordinated Notes, (iii) that otherwise contains terms and
conditions (including, without limitation, the maturity thereof, the
interest rate applicable thereto (PROVIDED that Subordinated Repurchase
Indebtedness may bear interest at a rate or be issued at a discount that
together result in a yield that is a market yield at the time of issuance
thereof), amortization, defaults, voting rights, covenants and events of
default) that are no less favorable to the Lenders than the terms and
conditions of the Senior Subordinated Notes and (iv) that shall not be
guaranteed by any Subsidiary of Holdings unless such guaranty is
subordinated to the Guaranty pursuant to the US Collateral and Guaranty
Agreement on terms no less favorable to the Lenders than the subordination
provisions of the Senior Subordinated Notes.
SECTION 2. AMENDMENT TO ARTICLE II. Article II of the Credit
Agreement is hereby amended as follows:
(a) Section 2.12(d) of the Credit Agreement is hereby amended by
inserting the following text at the end of the parenthetical beginning on line
3 thereof after the words "as in effect on the Amendment and Restatement
Effective Date" and prior to the ")":
"and Indebtedness constituting Permitted Dividend Indebtedness".
(b) Article II of the Credit Agreement is further amended hereby by
adding the following as Section 2.23:
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SECTION 2.23. INCREMENTAL TERM LOANS. (a) The US Borrower may at
any time, by notice to the Administrative Agent (which shall promptly
deliver a copy to each of the Lenders), request an additional tranche of
term loans (the "INCREMENTAL TERM LOANS"); PROVIDED, that (x) at the time
that any such Incremental Term Loan is made (and after giving effect
thereto), (i) no Default or Event of Default shall have occurred and be
continuing, (ii) the Adjusted Senior Leverage Ratio, on a pro forma basis
(including, to the extent any Permitted Acquisition or Subsidiary
Redesignation has occurred during the applicable Test Period, giving
effect to such Permitted Acquisition and/or Subsidiary Redesignation on a
Pro Forma Basis) after giving effect to the incurrence of the Incremental
Term Loans (and any additional incurrence of Subordinated Repurchase
Indebtedness in connection with a Permitted Dividend to the extent not
otherwise reflected on the balance sheet of the US Borrower as of the last
day of the most recently ended four fiscal quarters) and the application
of the proceeds therefrom, as of the last day of the most recently ended
four fiscal quarters of the US Borrower, shall not exceed 2.00 to 1.00,
(iii) the US Borrower shall be in compliance, on a pro forma basis
(including, to the extent any Permitted Acquisition or Subsidiary
Redesignation has occurred during the applicable Test Period, giving
effect to such Permitted Acquisition and/or Subsidiary Redesignation on a
Pro Forma Basis) after giving effect to the incurrence of the Incremental
Term Loans (and any additional incurrence of Subordinated Repurchase
Indebtedness in connection with a Permitted Dividend to the extent not
otherwise reflected on the balance sheet of the US Borrower as of the last
day of the most recently ended four fiscal quarters) and the application
of the proceeds therefrom, with Section 7.09 and Section 7.10 of the
Credit Agreement computed as if such Indebtedness had been outstanding
during the most recently ended period of four consecutive fiscal quarters
of the US Borrower, (iv) the incurrence of any such Incremental Term Loans
has been duly authorized by the US Borrower, and (v) the US Borrower has
delivered to the Administrative Agent a certificate to the effect set
forth in clauses (i), (ii), (iii) and (iv) above, together with all
relevant calculations related thereto; and (y) the US Borrower shall,
within five Business Days of the date on which the US Borrower receives
the proceeds from the incurrence of any Incremental Term Loans, pay
Permitted US Borrower Dividends (and, at the option of the US Borrower,
related transaction costs) with such proceeds and Holdings shall promptly
thereafter utilize the proceeds of such Permitted Dividend to pay
Permitted Holdings Dividends. The Incremental Term Loans (A) shall,
subject to the proviso to the definition of Permitted Dividend
Indebtedness, be in an aggregate principal amount not in excess of (x)
$60,000,000 less (y) the aggregate principal amount of Subordinated
Repurchase Indebtedness (whether previously issued or to be issued
concurrently with the incurrence of the Incremental Term Loans), (B) shall
rank pari passu in right of payment, security and guarantees with the
Revolving Loans and the Term Loans, (C) shall not mature earlier than the
Term Loan Maturity Date (but may, subject to clause (D) below, have
amortization prior to such date), (D) shall not have a weighted average
life that is shorter than that of the Term Loans, (E) shall accrue
interest at a rate determined at the time the commitments to provide such
Incremental Term Loans
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are obtained (it being understood that the Incremental Term Loans may be
priced differently from the Term Loans), and (F) shall, except as set
forth above, have terms identical to and be treated the same as the Term
Loans for all purposes of the Credit Documents (including with respect to
mandatory and voluntary prepayments). In lieu of requesting an additional
tranche of term loans, the US Borrower may, in such notice, request that
the Incremental Term Loans constitute additional Term Loans which shall
have terms identical to the existing Term Loans. Such notice shall set
forth (a) the requested amount of Incremental Term Loans, together with
all relevant calculations confirming compliance with clause (A) of the
second preceding sentence, and (b) the proposed terms of the Incremental
Term Loans (or, if applicable, that the US Borrower wishes that the
Incremental Term Loans constitute additional Term Loans which shall have
terms identical to the existing Term Loans).
(b) In the event that existing Lenders provide commitments in an
aggregate amount less than the total amount of the Incremental Term Loans
requested by the US Borrower, the US Borrower may arrange for one or more
banks or other financial institutions (any such bank or other financial
institution being called an "ADDITIONAL LENDER") to extend commitments to
provide Incremental Term Loans in an aggregate amount equal to the
unsubscribed amount. All commitments in respect of Incremental Term Loans
(the "INCREMENTAL TERM LOAN COMMITMENTS") shall become Commitments under
this Agreement pursuant to an amendment (the "INCREMENTAL TERM LOAN
AMENDMENT") to this Agreement and, as appropriate, the other Credit
Documents, executed by Holdings, the Borrowers and, as appropriate, each
other Credit Party, each Lender agreeing to provide such Incremental Term
Loan Commitments, if any, each Additional Lender, if any, and the
Administrative Agent. The Incremental Term Loan Amendment may, without
the consent of any other Lender, effect such amendments to this Agreement
and the other Credit Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent, to effect the provisions
of this Section. The effectiveness of the Incremental Term Loan Amendment
shall be subject to the satisfaction on the date thereof of each of the
conditions set forth in Section 4.01 (it being understood that all
references to "the time of each such Credit Event" and "the date of such
Credit Event" in such Section 4.01 shall be deemed to refer to the
effective date of such Incremental Term Loan Amendment) and such other
conditions as the parties thereto shall agree (provided that such other
conditions shall not contain any financial conditions that are more
restrictive on Holdings and the Borrower than those set forth in Section
2.23(a)(x)(ii) and (iii)). No Lender shall be obligated to provide any
Incremental Term Loans, unless it so agrees.
SECTION 3. AMENDMENT TO SECTION 5.05. Section 5.05 of the
Credit Agreement is hereby amended by adding the following as Section
5.05(g):
(g) The proceeds of Permitted Dividend Indebtedness shall be
utilized by the US Borrower, within five Business Days of the date on
which the US Borrower receives such proceeds, and by Holdings, promptly
thereafter, to pay Permitted Dividends. A portion of the proceeds of
Permitted Dividend Indebtedness may be
5
used to pay transaction costs, including, as applicable, any underwriting,
brokerage or other customary commissions and legal, advisory and other
fees and expenses associated therewith, related thereto.
SECTION 4. AMENDMENT TO SECTION 6.17. Section 6.17(a) of the
Credit Agreement is hereby amended by deleting clause (i) thereof in its
entirety and inserting in lieu thereof the following:
(i) from any asset sale by Holdings, any incurrence of
Indebtedness by Holdings, any Recovery Event affecting Holdings or
its property or assets, any sale or issuance of its equity, any cash
capital contributions to it or any tax refunds received by it and
SECTION 5. AMENDMENT TO SECTION 7.02. Section 7.02 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end
of clause (o) thereof, (b) replacing the period at the end of clause (p)
thereof with "; and" and (c) inserting at the end of such Section:
(q) Holdings and the US Borrower may pay the Dividends permitted to
be paid by Holdings and the US Borrower, respectively, pursuant to Section
7.06.
SECTION 6. AMENDMENT TO SECTION 7.04. Section 7.04 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end
of clause (q) thereof, (b) replacing the period at the end of clause (r)
thereof with "; and" and (c) inserting at the end of such Section:
(s) Subordinated Repurchase Indebtedness in an aggregate principal
amount, subject to the proviso to the definition of Permitted Dividend
Indebtedness, of not more than (x) $60,000,000 less (y) the aggregate
principal amount of all Incremental Term Loans (whether previously
incurred or to be incurred concurrently with the incurrence of such
Subordinated Repurchase Indebtedness); PROVIDED that (x) upon the
incurrence of such Subordinated Repurchase Indebtedness (and after giving
effect thereto), (i) no Default or Event of Default shall have occurred
and be continuing, (ii) the Adjusted Senior Leverage Ratio, on a pro forma
basis (including, to the extent any Permitted Acquisition or Subsidiary
Redesignation has occurred during the applicable Test Period, giving
effect to such Permitted Acquisition and/or Subsidiary Redesignation on a
Pro Forma Basis) after giving
6
effect to the incurrence of such Subordinated Repurchase Indebtedness (and
any additional incurrence of Incremental Term Loans in connection with a
Permitted Dividend to the extent not otherwise reflected on the balance
sheet of the US Borrower as of the last day of the most recently ended
four fiscal quarters) and the application of the proceeds therefrom, as of
the last day of the most recently ended four fiscal quarters of the US
Borrower, shall not exceed 2.00 to 1.00, (iii) the US Borrower shall be in
compliance, on a pro forma basis (including, to the extent any Permitted
Acquisition or Subsidiary Redesignation has occurred during the applicable
Test Period, giving effect to such Permitted Acquisition and/or Subsidiary
Redesignation on a Pro Forma Basis) after giving effect to the incurrence
of such Subordinated Repurchase Indebtedness (and any additional
incurrence of Incremental Term Loans in connection with a Permitted
Dividend to the extent not otherwise reflected on the balance sheet of the
US Borrower as of the last day of the most recently ended four fiscal
quarters) and the application of the proceeds therefrom, with Section 7.09
and Section 7.10 of the Credit Agreement computed as if such Indebtedness
had been outstanding during the most recently ended period of four
consecutive fiscal quarters of the US Borrower, (iv) the incurrence
of any such Subordinated Repurchase Indebtedness has been duly authorized
by the US Borrower, and (v) the US Borrower has delivered to the
Administrative Agent a certificate to the effect set forth in clauses (i),
(ii), (iii) and (iv) above, together with all relevant calculations
related thereto; and (y) the US Borrower shall, within five Business Days
of the date on which the US Borrower receives the proceeds from the
incurrence of any Subordinated Repurchase Indebtedness, pay Permitted US
Borrower Dividends (and, at the option of the US Borrower, related
transaction costs) with such proceeds and Holdings shall promptly
thereafter utilize the proceeds of such Permitted Dividend to pay
Permitted Holdings Dividends.
SECTION 7. AMENDMENT TO SECTION 7.06. Section 7.06 of the Credit
Agreement is hereby amended by (a) deleting the word "and" at the end of
clause (k) thereof, (b) replacing the period at the end of clause (l) thereof
with "; and" and (c) inserting at the end of such Section:
(m) the US Borrower may pay Permitted US Borrower Dividends and
Holdings may pay Permitted Holdings Dividends with the proceeds thereof;
PROVIDED that (a) Holdings shall use the proceeds of Permitted US Borrower
Dividends solely to pay Permitted Holdings Dividends and not for any other
purpose, (b) immediately after the declaration and payment of any
Permitted Dividend (after giving effect to any Permitted Dividend
Indebtedness incurred in connection therewith), (x) the US Borrower will
be in compliance with Section 7.09 and Section 7.10 of the Credit
Agreement on a pro forma basis (including, to the extent any Permitted
Acquisition or Subsidiary Redesignation has occurred during the applicable
Test Period, giving effect to such Permitted Acquisition and/or Subsidiary
Redesignation on a Pro Forma Basis) as if such Permitted Dividend
Indebtedness (and any Permitted Dividend Indebtedness previously incurred
in connection with any prior Permitted Dividends to the extent not
otherwise reflected on the balance sheet of the US Borrower as of the last
day of the most recently ended four fiscal quarters) had been outstanding
during the most recently ended period of four consecutive fiscal quarters
of the US Borrower and (y) no Default or Event of Default shall have
occurred and be continuing, (c) prior to the payment of any Permitted
Dividend, the Administrative Agent shall have received a certificate,
dated the date of payment of such Permitted Dividend and signed by the
chief financial officer of the US Borrower, (x) confirming compliance,
after giving effect to all Permitted Dividend Indebtedness incurred on or
prior to the date of such Permitted Dividend and the declaration and
payment of any Permitted Dividends on or prior to such date, with the
Senior Subordinated Note Indenture and setting forth in reasonable detail
the calculations upon which
7
such confirmation is based and (y) certifying that the declaration and
payment of Permitted US Borrower Dividends has been duly authorized by the
US Borrower and (d) prior to the payment of any Permitted Holdings
Dividends, the Administrative Agent shall have received a certificate
signed by an appropriate officer of Holdings certifying that the
declaration and payment of Permitted Holdings Dividends has been duly
authorized by Holdings.
SECTION 8. AMENDMENT TO SECTION 7.12. Section 7.12 of the Credit
Agreement is hereby amended by (a) deleting the word "or" at the end of
clause (e) thereof, (b) replacing the "." at the end of clause (f) thereof
with a ";" and (c) inserting the following at the end of such Section:
PROVIDED that nothing in this Section 7.12 shall prohibit (x) the payment
of Permitted Holdings Dividends or (y) the amendment or modification of
any of the agreements or organizational documents referred to in this
Section 7.12 necessary to permit such payment to the extent that such
amendment or modification is reasonably satisfactory in form and substance
to the Administrative Agent.
SECTION 9. CANADIAN AGENT. Effective 5:00 p.m., New York City
time, on the date hereof, the undersigned Lenders hereby appoint JPMorgan
Chase Bank, Toronto Branch, and JPMorgan Chase Bank, Toronto Branch, hereby
agrees to act upon the express conditions contained in Article IX of the
Credit Agreement, as successor Canadian Agent to act as specified in the
Credit Agreement and in the other Credit Documents, at which time the
resignation of ▇.▇. ▇▇▇▇▇▇ Bank Canada from the performance of all its
functions and duties as Canadian Agent under the Credit Agreement and under
the other Credit Documents shall take effect. Following such appointment,
any reference in the Credit Agreement or any other Credit Document to the
"Canadian Agent" shall be to JPMorgan Chase Bank, Toronto Branch, acting in
its capacity as Canadian Agent, and not to ▇.▇. ▇▇▇▇▇▇ Bank Canada, acting in
its capacity as Canadian Agent. The fees payable by the Credit Parties to
the successor Canadian Agent shall be the same as those payable to its
predecessor Canadian Agent unless otherwise agreed in writing between the
applicable Credit Parties and JPMorgan Chase Bank, Toronto Branch. After
▇.▇. ▇▇▇▇▇▇ Bank Canada's resignation as Canadian Agent under the Credit
Agreement and the other Credit Documents, the provisions of Article IX and
Section 10.01 of the Credit Agreement shall continue in effect for the
benefit of such retiring Canadian Agent, its sub-agents and their respective
officers, directors, employees, representatives, trustees, affiliates and
agents in respect of any actions taken or omitted to be taken by any of them
while ▇.▇. ▇▇▇▇▇▇ Bank Canada was acting as Canadian Agent.
SECTION 10. 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
8
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) None of the execution, delivery or performance by any of
Holdings or the Borrowers of this Amendment, the compliance by any of
Holdings or the Borrowers with the terms and provisions hereof, the
declaration and payment of any Permitted Dividend, or the incurrence of
any Permitted Dividend Indebtedness (i) will contravene any material
provision of any applicable law, statute, rule or regulation, or any
order, writ, injunction or decree of any Governmental Authority, (ii)
will conflict or be inconsistent with, or result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of Holdings
or any Borrower or any of their respective Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other material agreement or instrument to which Holdings
or any Borrower or any of their respective Subsidiaries is a party or by
which Holdings or any Borrower or any of their respective Subsidiaries or
any of the property or assets of Holdings or any Borrower or any of their
respective Subsidiaries are bound or to which Holdings or any Borrower or
any of their respective Subsidiaries may be subject or (iii) will violate
any provision of the certificate or articles of incorporation, by-laws,
certificate of partnership, partnership agreement, certificate of limited
liability company, limited liability company agreement or equivalent
organizational document, as the case may be, of Holdings or any Borrower
or any of their respective Subsidiaries.
(c) 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.
(d) Immediately prior to and after giving effect to this Amendment,
no Default or Event of Default shall have occurred and be continuing.
SECTION 11. AMENDMENT FEE. In consideration of the agreements of
the Lenders contained in this Amendment, the US Borrower agrees to pay to the
Administrative Agent, for the account of each consenting Lender that delivers
an executed counterpart of this Amendment to the Administrative Agent prior
to 5:00 p.m., New York City time, on May 5, 2003, an amendment fee in an
amount equal to 0.175% of such Lender's Revolving Loan Commitments and
outstanding Term Loans (other than Incremental Term Loans) as of such date.
SECTION 12. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of the date first above written when (a) the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of Holdings, each Borrower and the
Required Lenders, and (b) all fees (including the amendment fees contemplated
by Section 11 hereof) and expenses required to be paid or
9
reimbursed by the US Borrower under or in connection with this Amendment
or the Credit Agreement shall have been paid or reimbursed, as applicable.
SECTION 13. CREDIT AGREEMENT. Except as specifically set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, any Agent, the Collateral Agent, Holdings or any Borrower under the
Credit Agreement or any other Credit Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Credit
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle
Holdings or any Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Credit
Document in similar or different circumstances. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement as amended
and waived hereby. This Amendment shall be a Credit Document for all
purposes.
SECTION 14. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed signature page to this Amendment by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart
of this Amendment.
SECTION 16. EXPENSES. The US Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Administrative Agent.
SECTION 17. HEADINGS. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first written above.
SALT HOLDINGS CORPORATION,
By____________________________
Name:
Title:
COMPASS MINERALS GROUP, INC.,
as US Borrower,
By____________________________
Name:
Title:
SIFTO CANADA INC., as Canadian
Borrower,
By____________________________
Name:
Title:
SALT UNION LIMITED, as UK
Borrower,
By____________________________
Name:
Title:
JPMORGAN CHASE BANK,
individually and as Administrative
Agent
By____________________________
Name:
Title:
11
▇.▇. ▇▇▇▇▇▇ BANK CANADA, as
resigning Canadian Agent,
By____________________________
Name:
Title:
JPMORGAN CHASE BANK,
TORONTO BRANCH, as successor
Canadian Agent,
By____________________________
Name:
Title:
▇.▇. ▇▇▇▇▇▇ EUROPE LIMITED,
as UK Agent,
By____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Co-
Documentation Agent,
By____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH, individually and as Co-
Documentation Agent,
By____________________________
Name:
Title:
12
SIGNATURE PAGE TO AMENDMENT NO. 2,
DATED AS OF MAY 5, 2003, TO THE
COMPASS MINERALS GROUP, INC.
CREDIT AGREEMENT
To Approve the Amendment:
Name of Institution:
___________________________________
by_________________________________
Name:
Title:
13