exhibit10_1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      10.1

    


    INCREMENTAL
      TERM LOAN AMENDMENT dated as of October 19, 2007 (this “Amendment”),
      among COMPASS MINERALS INTERNATIONAL, INC. (f/k/a SALT HOLDINGS CORPORATION)
      (“Holdings”), COMPASS MINERALS GROUP, INC. (the “US Borrower”),
      SIFTO CANADA CORP. (the “Canadian Borrower”), SALT UNION LIMITED (the
“UK Borrower” and, together with the US Borrower and the Canadian
      Borrower, the “Borrowers”), the INCREMENTAL LENDERS (as defined below)
      and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the
      “Administrative Agent”) under the Credit Agreement referred to below, to
      the CREDIT AGREEMENT dated as of November 28, 2001, as Amended and Restated
      as of April 10, 2002, as further Amended and Restated as of
      December 22, 2005, among Holdings, the Borrowers, the Lenders party
      thereto, the Administrative Agent and the other agents, arrangers and
      bookrunners party thereto, as in effect immediately prior to this Amendment
      (the
“Credit Agreement”).

    


    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.  Pursuant
      to Section 2.23 of the Credit Agreement, the US Borrower has requested that
      the
      Incremental Lenders provide Incremental Term Loans (such term and each other
      capitalized term used but not defined herein having the meaning assigned to
      such
      term in the Credit Agreement (as amended hereby)) to the US Borrower under
      the
      Credit Agreement in an aggregate principal amount equal to
      $127,000,000.

    


    C.  The
      Incremental Lenders are willing to provide such Incremental Term Loans to the
      US
      Borrower pursuant to the terms and subject to the conditions set forth
      herein.

    


    D.
      With respect to such Incremental Term Loans, J.P. Morgan Securities Inc. will
      act as sole lead arranger and sole bookrunner.

    


    Accordingly,
      in consideration of the mutual agreements herein contained and other good and
      valuable consideration, the sufficiency and receipt of which are hereby
      acknowledged, and subject to the conditions set forth herein, the parties hereto
      hereby agree as follows:

    


    SECTION
      1.  Defined
      Terms.  As used in this Amendment, the following terms have the
      meanings specified below:

    


    “Amendment
      Transactions” shall mean, collectively, (a) the execution and delivery of
      this Amendment and the Reaffirmation Agreement (as defined in Section 10(o)
      hereof) by each Person party hereto or thereto, (b) the 

     

    
      
         

      

      
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consummation
        of the Holdings Debt Tender Offer, (c) on or before October 31, 2007,
        the application of any Unused Proceeds to repurchase, redeem or discharge
        any
        Holdings 2012 Notes not tendered on terms reasonably satisfactory to the
        Administrative Agent, (d) the satisfaction or, to the extent permitted by
        the
        Credit Agreement, waiver of the conditions to the effectiveness hereof and
        thereof and (e) the consummation of the transactions contemplated hereby
        and
        thereby.

    

    


    “Holdings
      Debt Tender Offer” shall mean the offer to purchase and consent solicitation
      made by Holdings on October 2, 2007 (as amended from time to time on terms
      reasonably satisfactory to the Administrative Agent), with respect to all the
      outstanding Holdings 2012 Notes, pursuant to which Holdings (a) will purchase
      all the Holdings 2012 Notes validly tendered and not withdrawn pursuant to
      such
      offer to purchase (the “Tendered Holdings 2012 Notes”) and (b) to the
      extent at least a majority of the aggregate principal amount of the Holdings
      2012 Notes are validly tendered and not withdrawn, will enter into a
      supplemental indenture that amends the Holdings 2012 Notes Indenture to
      eliminate or modify (in a manner reasonably satisfactory to the Administrative
      Agent) all the material covenants (including the so-called restrictive
      covenants) contained therein, in each case in accordance with the Holdings
      Debt
      Tender Offer Documents.

    


    “Holdings
      Debt Tender Offer Documents” shall mean Holdings’s Offer to Purchase and
      Consent Solicitation Statement dated October 2, 2007, and all other
      documents executed and delivered with respect to the Holdings Debt Tender
      Offer.

    


    “Incremental
      Effective Date” shall mean the date on which all the conditions set forth or
      referred to in Section 10 hereof shall have been satisfied (or, to the extent
      permitted by the Credit Agreement, waived by each of the Incremental
      Lenders).

    


    “Incremental
      Lenders” shall mean the Persons listed on Schedule 1 hereto (other
      than any such Person that has ceased to be a party hereto pursuant to an
      assignment in accordance with Section 10.04 of the Credit Agreement), as well
      as
      any Person that becomes an “Incremental Lender” hereunder pursuant to Section
      10.04 of the Credit Agreement.

    


    “Relevant
      Transaction Parties” shall mean, collectively, Holdings, each Borrower and
      each other US Credit Party.

    


    “Tranche
      B-2 Term Commitment” shall mean, with respect to each Incremental Lender,
      the commitment of such Incremental Lender to make a Tranche B-2 Term Loan
      hereunder on the Incremental Effective Date, expressed as an amount representing
      the maximum principal amount of the Tranche B-2 Term Loans to be made by such
      Incremental Lender hereunder, as set forth on Schedule 1
      hereto.  The aggregate principal amount of the Tranche B-2 Term
      Commitments of all Incremental Lenders as of the date of this Amendment is
      $127,000,000.

    


    
      
         

      

      
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    “Tranche
      B-2 Term Loans” shall mean the loans made pursuant to Section 2 of this
      Amendment.

    


    “Unused
      Proceeds” shall mean the proceeds of the Tranche B-2 Terms Loans that are
      not to be utilized on the Incremental Effective Date in accordance with Section
      13(a).

    


    SECTION
      2.  Commitment.  Pursuant
      to the terms and subject to the conditions set forth herein, each Incremental
      Lender agrees to make a Tranche B-2 Term Loan to the US Borrower on the
      Incremental Effective Date in a principal amount not exceeding such Incremental
      Lender’s Tranche B-2 Term Commitment.  The funding of the
      Tranche B-2 Term Loans on the Incremental Effective Date shall be
      consummated at a closing to be held at the offices of Cravath, Swaine &
Moore LLP, or at such other place as the US Borrower and the Administrative
      Agent shall agree upon.  Unless previously terminated, the
      Tranche B-2 Term Commitments shall terminate at 5:00 p.m., New York
      City time, on the Incremental Effective Date.

    


    SECTION
      3.  Amendments
      to Section 1.01.  (a)  Section 1.01 of the Credit
      Agreement is hereby amended by adding the following definitions in the
      appropriate alphabetical order:

    


    “Tranche
      B-2 Incremental Amendment” shall mean the Incremental Term Loan Amendment
      dated as of October 19, 2007, among Holdings, the Borrowers, the Additional
      Lenders party thereto and the Administrative Agent.

    


    “Tranche
      B-2 Maturity Date” shall mean, with respect to the Tranche B-2 Term Loans,
      December 22, 2012, or, if such date is not a Business Day, the next succeeding
      Business Day.

    


    “Tranche
      B-2 Term Loans” shall mean the loans made pursuant to the Tranche B-2
      Incremental Amendment.

    


    (b)  The
      definition of the term “Applicable Rate” in Section 1.01 of the Credit
      Agreement is hereby amended by deleting the last sentence in the second
      paragraph of such definition in its entirety and inserting the following text
      in
      lieu thereof:

    


    “Notwithstanding
      anything to the contrary contained in this definition, (a) the Applicable Rates
      shall be the Highest Applicable Rates at all times during which there shall
      exist any Event of Default, (b) prior to the date of delivery of the financial
      statements pursuant to Section 6.01(b) for the fiscal year ended December 31,
      2005, in no event shall the Applicable Rates be less than those described in
      the
      first sentence of this definition and (c) the Applicable Rates applicable to
      the
      Tranche B-2 Term Loans maintained as (i) Base Rate Loans shall be 1.00% and
      (ii)
      Eurodollar Loans shall be 2.00%.”

    


    
      
         

      

      
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    (c)  The
      definition of the term “Maturity Date” in Section 1.01 of the Credit
      Agreement is hereby amended by adding the text “the Tranche B-2 Maturity Date,”
immediately after the text “the Term Loan Maturity Date,” in such
      definition.

    


    (d)  The
      definition of the term “Required Lenders” in Section 1.01 of the Credit
      Agreement is hereby amended by inserting the text “, Incremental Term Loans”
immediately after the first reference to the text “Term Loans” in the first
      sentence of such definition and by inserting the text “and Incremental Term
      Loans” immediately after the second reference to the text “Term Loans” in the
      first sentence of such definition.

    


    (e)  The
      definition of the term “Term Loan Commitment” in Section 1.01 of the
      Credit Agreement is hereby amended by deleting clause (b) of the first sentence
      thereof and inserting the text “(b) reduced, increased or incurred from
      time to time pursuant to assignments by or to, or incremental commitments by,
      such Lender pursuant to Section 2.23, Section 10.04 or Section 10.11(b)” in lieu
      thereof.

    


    SECTION
      4.  Amendment
      to Section 2.01.  Section 2.01 of the Credit Agreement is hereby
      amended by inserting the text “or Tranche B-2 Term Loans” immediately after the
      text “Term Loans” in the last full paragraph after paragraph (c) of such
      Section.

    


    SECTION
      5.  Amendment
      to Section 2.03.  Section 2.03 of the Credit Agreement is hereby
      amended by (i) deleting the first reference to the word “or” in the first
      sentence of such Section and replacing it with the symbol “,”, (ii) inserting
      the text “or Incremental Term Borrowing” immediately after the first reference
      to the text “Term Borrowing” in the first sentence of such Section, (iii)
      inserting the text “Borrowing of any Incremental Term Loan,” immediately after
      the text “Term Borrowing,” in clause (ii) of the third sentence of such Section
      and (iv) deleting the text “or Term Borrowing” in clause (A) of the fourth
      sentence of such Section and inserting the text “, Term Borrowing or Incremental
      Term Borrowing” in lieu thereof.

    


    SECTION
      6.  Amendment
      to Section 2.10(a).  Section 2.10(a) of the Credit Agreement is
      hereby amended by inserting the text “and Tranche B-2 Term Loan” immediately
      after the text “Term Loan” in clause (ii) of such Section.

    


    SECTION
      7.  Amendment
      to Section 2.11(d).  Section 2.11 of the Credit Agreement is
      hereby amended by deleting paragraph (d) of such Section in its entirety and
      inserting the following text in lieu thereof:

    


    “except
      for a prepayment pursuant to Section 2.20, each prepayment of B/A Drawings
      or
      principal of Term Borrowings or Tranche B-2 Term Loan Borrowings pursuant to
      this Section 2.11 shall be applied to the B/As included in such B/A Drawing,
      the
      Term Loans included in such Term Borrowing or the Tranche B-2 Term Loans
      included in such Tranche B-2 Term Loan Borrowing, as applicable, and to reduce
      the remaining Scheduled Repayments of the Term Loans or Tranche B-2 Term Loans,
      as applicable, at the US Borrower’s option, in direct order of maturity or on a
      pro rata basis (in each case, based upon the then 

     

    
      
         

      

      
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    remaining
      principal amounts of such Scheduled Repayments after giving effect to all prior
      reductions thereto);”

    


    SECTION
      8.  Amendment
      to Section 2.12(b).

    


    (a)  Section
      2.12 of the Credit Agreement is hereby amended by deleting the first sentence
      of
      paragraph (b) of such Section in its entirety and inserting the following text
      in lieu thereof:

    


    In
      addition to any other mandatory repayments pursuant to this Section 2.12,
      on each date set forth below, the US Borrower shall be required to repay (i)
      that principal amount of Term Loans, to the extent then outstanding, as is
      set
      forth opposite each such date under the heading “Term Loan Amount” and (ii) that
      principal amount of Tranche B-2 Term Loans, to the extent then outstanding,
      as
      is set forth opposite each such date under the heading “Tranche B-2 Term Loan
      Amount” (each repayment set out in this paragraph (b), as the same may be
      reduced as provided in Sections 2.11(d) and 2.12(f), a
“Scheduled Repayment”):

    


    
      	
              Scheduled
                Repayment Date

            	
              Term
                Loan Amount

            	
              Tranche
                B-2 Term Loan Amount

            
	
              March
                31, 2006

            	
              $875,000

            	
              --

            
	
              June
                30, 2006

            	
              $875,000

            	
              --

            
	
              September
                30, 2006

            	
              $875,000

            	
              --

            
	
              December
                31, 2006

            	
              $875,000

            	
              --

            
	
              March
                31, 2007

            	
              $875,000

            	
              --

            
	
              June
                30, 2007

            	
              $875,000

            	
              --

            
	
              September
                30, 2007

            	
              $875,000

            	
              --

            
	
              December
                31, 2007

            	
              $875,000

            	
              $317,500

            
	
              March
                31, 2008

            	
              $875,000

            	
              $317,500

            
	
              June
                30, 2008

            	
              $875,000

            	
              $317,500

            
	
              September
                30, 2008

            	
              $875,000

            	
              $317,500

            
	
              December
                31, 2008

            	
              $875,000

            	
              $317,500

            
	
              March
                31, 2009

            	
              $875,000

            	
              $317,500

            
	
              June
                30, 2009

            	
              $875,000

            	
              $317,500

            
	
              September
                30, 2009

            	
              $875,000

            	
              $317,500

            
	
              December
                31, 2009

            	
              $875,000

            	
              $317,500

            
	
              March
                31, 2010

            	
              $875,000

            	
              $317,500

            
	
              June
                30, 2010

            	
              $875,000

            	
              $317,500

            
	
              September
                30, 2010

            	
              $875,000

            	
              $317,500

            
	
              December
                31, 2010

            	
              $875,000

            	
              $317,500

            
	
              March
                31, 2011

            	
              $875,000

            	
              $317,500

            
	
              June
                30, 2011

            	
              $875,000

            	
              $317,500

            
	
              September
                30, 2011

            	
              $875,000

            	
              $317,500

            
	
              December
                31, 2011

            	
              $875,000

            	
              $317,500

            
	
              March
                31, 2012

            	
              $875,000

            	
              $317,500

            
	
              June
                30, 2012

            	
              $875,000

            	
              $317,500

            
	
              September
                30, 2012

            	
              $875,000

            	
              $317,500

            
	
              Term
                Loan and Tranche B-2 Maturity Date

            	
              $326,375,000

            	
              $120,650,000

            


    

    


    
      
         

      

      
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    SECTION
      9.  Amendments
      to Section 2.12(f).  Section 2.12(f) of the Credit Agreement is
      hereby amended by (i) adding the text “and, except as otherwise provided in the
      applicable Incremental Term Loan Amendment, Incremental Term Loans” immediately
      after the reference to “Term Loans” in the first sentence of the first paragraph
      of such Section and (ii) deleting the second sentence of such paragraph and
      inserting the following in lieu thereof:

    


    “All
      repayments of outstanding Term Loans or Incremental Term Loans of any Tranche
      pursuant to Section 2.12(c), (d) and (e) shall be applied to reduce the
      then remaining Scheduled Repayments of the Term Loans or Incremental Term Loans
      of such Tranche on a pro rata basis (based on the then remaining Scheduled
      Repayments for such Tranche after giving effect to all prior reductions
      thereto).”

    


    SECTION
      10.  Conditions
      to Funding.  The obligations of the Incremental Lenders to make
      the Tranche B-2 Term Loans hereunder shall not become effective until the date
      on which each of the following conditions is satisfied (or, to the extent
      permitted by the Credit Agreement, waived by each of the Incremental
      Lenders):

    


    (a)  The
      Administrative Agent (or, in the case of clause (ii) below, its counsel) shall
      have received (i) from the US Borrower, at or prior to the time required by
      Section 2.03 of the Credit Agreement, a Borrowing Request with respect to the
      Borrowing of the Tranche B-2 Term Loans (A) that complies with the requirements
      of Section 2.03 of the Credit Agreement and (B) pursuant to which the US
      Borrower agrees that the provisions of Section 2.17 of the Credit Agreement
      shall apply to any failure by the US Borrower to borrow the Tranche B-2 Term
      Loans on the Incremental Effective Date and (ii) from each party hereto, either
      (A) a counterpart of this Amendment signed on behalf of such party or (B)
      written evidence satisfactory to the Administrative Agent (which may include
      telecopy or electronic (including Adobe pdf copy) transmission of a signed
      signature page of this Amendment) that such party has signed a counterpart
      of
      this Amendment.

    


    (b)  On
      the Incremental Effective Date, the Administrative Agent shall have received
      a
      certificate from Holdings and the US Borrower dated such date signed by an
      appropriate officer stating that all of the applicable conditions set forth
      in
      paragraphs (f) through (i), inclusive, of this Amendment (other than such
      conditions to the extent that same are subject to the satisfaction of the
      Administrative Agent), have been satisfied on such date.

    


    (c)  The
      Administrative Agent shall have received opinions (addressed to the
      Administrative Agent and the Incremental Lenders and dated as of the Incremental
      Effective Date), from (i) Bryan Cave LLP, special counsel to Holdings, the
      US
      Borrower

     

    
      
         

      

      
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and
        each other US Credit Party, substantially in the form contained in Exhibit
        A-1
        and containing such other matters incident to the transactions contemplated
        herein as the Administrative Agent may reasonably request, (ii) McInnes Cooper,
        special Canadian counsel to the Canadian Borrower, which opinion shall cover
        the
        matters contained in Exhibit A-2 and such other matters incident to the
        transactions contemplated herein as the Administrative Agent may reasonably
        request and (iii) DLA Piper UK LLP, special English counsel to the UK Borrower,
        which opinion shall cover the matters contained in Exhibit A-3 and such other
        matters incident to the transactions contemplated herein as the Administrative
        Agent may reasonably request.  The US Borrower hereby requests such
        counsel to deliver such opinions.

    

    


    (d)  On
      the Incremental Effective Date, the Administrative Agent shall have received
      from each Relevant Transaction Party a certificate, dated the Incremental
      Effective Date, signed by the chairman of the board, the chief executive
      officer, the president or any vice president of such Relevant Transaction Party
      (or, in the case of any Foreign Credit Party, an authorized signatory thereof
      as
      permitted under applicable law and the relevant charter documents of such
      Foreign Credit Party), and attested to by the secretary or any assistant
      secretary of such Relevant Transaction Party (or, in the case of any Foreign
      Credit Party, another authorized signatory thereof as permitted under applicable
      law and the relevant charter documents of such Foreign Credit Party), in the
      form of Exhibit B with appropriate insertions, together with copies of the
      certificate or articles of incorporation, certificate of formation, operating
      agreements and by-laws (or equivalent organizational documents) of such Relevant
      Transaction Party and the resolutions of such Relevant Transaction Party
      referred to in such certificate and each of the foregoing shall be in form
      and
      substance reasonably satisfactory to the Administrative Agent.

    


    (e)  On
      the Incremental Effective Date, all Company and legal proceedings and all
      instruments and agreements in connection with the transactions contemplated
      by
      this Amendment shall be reasonably satisfactory in form and substance to the
      Administrative Agent, and the Administrative Agent shall have received all
      information and copies of all certificates, documents and papers, including
      good
      standing certificates, bring-down certificates and any other records of Company
      proceedings and governmental approvals, if any, that the Administrative Agent
      reasonably may have requested in connection therewith, such documents and
      papers, where appropriate, to be certified by proper Company or governmental
      authorities.

    


    (f)  On
      the Incremental Effective Date, nothing shall have occurred that has had, or
      is
      reasonably likely to have, a material adverse effect on the Amendment
      Transactions or a Material Adverse Effect.

    


    (g)  On
      the Incremental Effective Date, there shall be no actions, suits, proceedings
      or
      investigations pending or threatened (a) with respect to this Amendment or
      any
      other Credit Document or the Amendment Transactions or (b) that is reasonably
      likely to have (i) a Material Adverse Effect or (ii) a material adverse effect
      on the Amendment Transactions, the rights or remedies of the Lenders or the
      Administrative Agent hereunder or under the Credit Agreement or on the ability
      of the US Borrower to 

     

    
      
         

      

      
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perform
        its respective obligations to the Lenders or the Administrative Agent hereunder
        or under the Credit Agreement.

    

    


    (h)  On
      the Incremental Effective Date, (a) all necessary and material governmental
      (domestic and foreign), regulatory and third party approvals in connection
      with
      the Amendment Transactions and otherwise referred to herein or therein shall
      have been obtained and remain in full force and effect and, to the extent
      reasonably requested by the Administrative Agent, evidence thereof shall have
      been provided to the Administrative Agent and (b) all applicable appeal periods
      and waiting periods shall have expired without any action being taken by any
      competent authority that restrains (or that could have a reasonable likelihood
      of restraining), prevents or imposes materially adverse conditions upon the
      consummation of the Amendment Transactions, the making of the Tranche B-2 Term
      Loans and the transactions contemplated herein.  On the Incremental
      Effective Date, there shall not exist any judgment, order, injunction or other
      restraint issued or filed or a hearing seeking injunctive relief or other
      restraint pending or notified prohibiting or imposing materially adverse
      conditions upon, or materially delaying, or making economically unfeasible,
      the
      consummation of the Amendment Transactions or the making of the Tranche B-2
      Term
      Loans.

    


    (i)  On
      the Incremental Effective Date, Holdings will (a) pursuant to or in
      connection with the Holdings Debt Tender Offer and in accordance with the
      Holdings Debt Tender Offer Documents, purchase all the Holdings 2012 Notes
      validly tendered and not withdrawn by the holders thereof and (b) to the
      extent at least a majority of the aggregate principal amount of the Holdings
      2012 Notes are validly tendered and not withdrawn, amend the Holdings 2012
      Notes
      Indenture prior to giving effect to the consummation of the Holdings Debt Tender
      Offer to eliminate or modify (in a manner reasonably satisfactory to the
      Administrative Agent) all the material covenants (including the so-called
      restrictive covenants) contained in the Holdings 2012 Notes
      Indenture.

    


    (j)  On
      or before the Incremental Effective Date, the Administrative Agent shall have
      received true and correct copies of all the Holdings Debt Tender Offer
      Documents, certified as such by an appropriate officer of Holdings, with, in
      each case, any changes thereto or waivers to the terms thereof to be reasonably
      satisfactory to the Administrative Agent.

    


    (k)  On
      or before the Incremental Effective Date, the Administrative Agent shall have
      received evidence of insurance complying with the requirements of Section 6.03
      of the Credit Agreement for the business and properties of the US Borrower
      and
      its Subsidiaries, in form reasonably satisfactory to the Administrative Agent,
      and naming the Collateral Agent as an additional insured and/or loss payee,
      and
      stating that such insurance shall not be canceled without at least 30 days’
prior written notice by the insurer to the Collateral Agent.

    


    (l)  On
      the Incremental Effective Date, all costs, fees and expenses, and all other
      compensation due to the Administrative Agent or the Lenders and Incremental
      Lenders (including legal fees and expenses), shall have been paid to the extent
      due.

    


    
      
         

      

      
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    (m)  The
      Administrative Agent shall have received (i) reasonably satisfactory evidence
      of
      the continuing first-priority perfected Liens under the Security Documents
      (to
      the extent intended thereunder) after giving effect to the Amendment
      Transactions and (ii) certified copies of Requests for Information or Copies
      (Form UCC-11), or equivalent reports (if any), listing all effective financing
      statements that name any Credit Party as debtor and that are filed in the
      jurisdictions reasonably specified by the Administrative Agent, together with
      copies of all other financing statements that name any Credit Party as debtor
      (none of which shall cover any Collateral except to the extent evidencing
      Permitted Liens or in respect of which the Collateral Agent shall have received
      termination statements (Form UCC-3 or the equivalent) as shall be required
      by
      local or foreign law fully executed for filing).

    


    (n)  On
      the Incremental Effective Date, (i) the Total Leverage Ratio on
      a Pro Forma
      Basis (as provided in Section 2.23(a) of the Credit Agreement) after giving
      effect to the incurrence of the Tranche B-2 Term Loans 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 4.25 to 1.00, (ii) the US Borrower shall be in
      compliance, on a Pro Forma Basis (as provided in Section 2.23(a) of the
      Credit Agreement) after giving effect to the incurrence of the Tranche B-2
      Term
      Loans 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, (iii) the incurrence of the Tranche B-2 Term Loans
      shall have been duly authorized by the US Borrower, (iv) the representations
      made in Sections 12(c) and (d) shall be true and correct and (v) the
      Administrative Agent shall have received a certificate of a responsible officer
      of the US Borrower, dated as of the Incremental Effective Date, confirming
      compliance with the conditions set forth in clauses (i), (ii), (iii) and (iv)
      of
      this paragraph (n), together with all relevant calculations related
      thereto.

    


    (o)  A
      Reaffirmation Agreement substantially in the form of Exhibit C hereto (the
      “Reaffirmation Agreement”) shall have been executed and delivered by each
      party thereto.

    


    (p)  On
      the Incremental Effective Date, the Administrative Agent shall have received
      a
      certificate of the chief financial officer of the US Borrower, either (i)
      confirming that there have been no changes to the information provided pursuant
      to Sections 6.01(j)(i) and 6.01(j)(ii) of the Credit Agreement since the most
      recent delivery pursuant to Section 6.01(j) of the Credit Agreement or (ii)
      setting out any such changes.

    


    Notwithstanding
      the foregoing, the obligations of the Incremental Lenders to make Tranche B-2
      Term Loans shall not become effective unless each of the foregoing conditions
      is
      satisfied at or prior to 5:00 p.m., New York City time, on October 31, 2007
      (and, in the event such conditions are not so satisfied, this Amendment shall
      terminate at such time).

    


    SECTION
      11.  Repurchase,
      Redemption or Discharge of Holdings 2012 Notes.  Holdings (i)
      hereby covenants and agrees to apply any Unused Proceeds to repurchase, redeem
      or discharge any Holdings 2012 Notes not tendered pursuant to the 

     

    
      
         

      

      
        9

        
          

        

      

      
         
Holdings
        Debt Tender Offer, on terms reasonably satisfactory to the Administrative
        Agent,
        on or before October 31, 2007 and (ii) agrees that the failure to comply
        with
        clause (i) of this Section 11 may be treated as an Event of Default under
        the
        Credit Agreement.

    

    


    SECTION
      12.  Representations
      and Warranties.  Holdings and the Borrowers represent and warrant
      to the Administrative Agent and to each of the Incremental Lenders
      that:

    


    (a)  This
      Amendment has been duly authorized, executed and delivered by Holdings and
      each
      Borrower and constitutes a legal, valid and binding obligation of such Person
      enforceable in accordance with its terms, subject to (i) the effects of
      bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or
      other similar laws affecting creditors’ rights generally, (ii) general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law) and (iii) implied covenants of good faith
      and
      fair dealing.

    


    (b)  Neither
      the performance by Holdings, the Borrowers or any other Credit Party of the
      Amendment Transactions, nor compliance by any such Person with the terms and
      provisions of the Reaffirmation Agreement or this Amendment, will (i) violate
      (A) any provision of applicable law, statute, rule or regulation, or of the
      certificate or articles of incorporation or other constitutive documents or
      By-laws of such Person, (B) any applicable order of any court or any rule,
      regulation or order of any Governmental Authority or (C) any provision of any
      indenture, certificate of designation for preferred stock, agreement or other
      instrument to which any of Holdings or any of its Subsidiaries is a party or
      by
      which any such party or any of their property is or may be bound, (ii) be in
      conflict with, result in a breach of or constitute (alone or with notice or
      lapse of time or both) a default under, give rise to a right of or result in
      any
      cancelation or acceleration of any right or obligation (including any payment)
      or to a loss of a material benefit under any such indenture, certificate of
      designation for preferred stock, agreement or other instrument or (iii) result
      in the creation or imposition of any Lien upon or with respect to any property
      or assets now owned or hereafter acquired by Holdings, the Borrowers or any
      of
      their respective Subsidiaries, other than the Liens created by the Credit
      Documents.

    


    (c)  The
      representations and warranties set forth in Article V of the Credit Agreement
      are true and correct in all material respects on and as of the Incremental
      Effective Date with the same effect as though such representations and
      warranties had been made on and as of such date (it being understood and agreed
      that any representation or warranty that by its terms is made as of a specified
      date shall be required to be true and correct in all material respects only
      as
      of such specified date).

    


    (d)  Immediately
      prior to and after giving effect to this Amendment and the borrowing of the
      Tranche B-2 Term Loans, there shall exist no Default or Event of
      Default.

    


    SECTION
      13.  Use
      of Proceeds. (a)  The proceeds of the Tranche B-2 Term Loans shall
      be utilized by the US Borrower solely to pay Dividends to Holdings (and, at
      

     

    
      
         

      

      
        10

        
          

        

      

      
         
the
        option of the US Borrower, related transaction costs), and the proceeds of
        such
        Dividends shall be used solely promptly to pay consideration for the Holdings
        2012 Notes tendered in the Holdings Debt Tender Offer and promptly (but in
        any
        event no later than October 31, 2007) to repurchase, redeem or discharge
        any Holdings 2012 Notes not so tendered.

    

    


    (b)  The
      US Borrower hereby authorizes and directs the Administrative Agent to deposit
      any Unused Proceeds into such escrow account to be identified by the
      Administrative Agent and the US Borrower.  Proceeds deposited into
      such escrow account will be released at the request of the US Borrower solely
      for application in accordance with paragraph (a) above.  Any interest
      earned or accrued on the Unused Proceeds in the escrow account shall be paid
      directly to the US Borrower.

    


    SECTION
      14.  Effectiveness;
      Amendments.  This Amendment shall become effective as of the date
      first above written when the Administrative Agent shall have received
      counterparts of this Amendment (including via telecopy or electronic (including
      Adobe pdf copy) transmission of a signed signature page of this Amendment)
      that,
      when taken together, bear the signatures of Holdings, the Borrowers, the
      Administrative Agent and the Incremental Lenders.  This Amendment may
      not be amended nor may any provision hereof be waived except pursuant to a
      writing signed by Holdings, the US Borrower, the Administrative Agent, each
      Incremental Lender and any other party the consent of which would be required
      by
      the Credit Agreement.

    


    SECTION
      15.  Credit
      Agreement.  Except as expressly set forth herein, this Amendment
      shall not by implication or otherwise limit, impair, constitute a waiver of
      or
      otherwise affect the rights and remedies of the Lenders, the Agents, the Issuing
      Bank, the Borrowers or any other Credit Party 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 the Borrowers to
      any future consent to, or 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 this Amendment becomes effective, any
      reference to the Credit Agreement shall mean the Credit Agreement as modified
      hereby.  This Amendment shall constitute an “Incremental Term Loan
      Amendment”, each Tranche B-2 Term Loan shall constitute an “Incremental Term
      Loan” and each Tranche B-2 Term Commitment shall constitute an “Incremental Term
      Loan Commitment”, in each case for all purposes of the Credit Agreement and the
      other Credit Documents.

    


    SECTION
      16.  No
      Novation.  This Amendment shall not extinguish the Loans
      outstanding under the Credit Agreement.  Nothing herein contained
      shall be construed as a substitution or novation of the Loans outstanding under
      the Credit Agreement, which shall remain outstanding after the Incremental
      Effective Date in accordance with their terms.  Notwithstanding any
      provision of this Amendment, the provisions of Sections 2.16, 2.17, 2.18
      and 9.07 of the Credit Agreement as in effect immediately prior to the
      Incremental Effective Date will continue to be effective as to all 

     

    
      
         

      

      
        11

        
          

        

      

      
         
matters
        arising out of or in any way related to facts or events existing or occurring
        prior to the Incremental Effective Date.

    

    


    SECTION
      17.  Applicable law.  This amendment
      shall be construed in accordance with and governed by the law of the state
      of
      New York.

     

    SECTION
      18.  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 contract.  Delivery of an executed signature page to this
      Amendment by facsimile or electronic transmission (including Adobe pdf copy)
      shall be effective as delivery of a manually signed counterpart of this
      Amendment.

    


    SECTION
      19.  Expenses.  The
      US Borrower agrees to reimburse the Administrative Agent for its reasonable
      out-of-pocket expenses in connection with this Amendment.

    


    SECTION
      20.  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.

    


    SECTION
      21.  Construction.  The
      rules of construction specified in Section 1.03 of the Credit Agreement also
      apply to this Amendment.

    


    SECTION
      22.  Severability.  Any
      provision of this Amendment held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.  The parties
      shall endeavor in good-faith negotiations to replace the invalid, illegal or
      unenforceable provisions with valid provisions, the economic effect of which
      comes as close as possible to that of the invalid, illegal or unenforceable
      provisions.

    


    [Signature
      Pages Follow]

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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.

     

    
      	
              COMPASS
                MINERALS INTERNATIONAL, INC.,

            
	
              By

            
	 	
              /s/
                Rodney Underdown

            
	 	
              Name:
                Rodney Underdown

            
	 	
              Title:  Vice
                President and CFO

            


    

    


    
      	
              COMPASS
                MINERALS GROUP, INC.,

            
	
              By

            
	 	
              /s/
                Rodney Underdown

            
	 	
              Name:
                Rodney Underdown

            
	 	
              Title:  Vice
                President and CFO

            


    

    


    
      	
              SIFTO
                CANADA CORP.,

            
	
              by

            
	 	
              /s/
                Rodney Underdown

            
	 	
              Name:
                Rodney Underdown

            
	 	
              Title:  Vice
                President and CFO

            


    

    


    
      	
              SALT
                UNION LIMITED ,

            
	
              by

            
	 	
              /s/
                David Goadby

            
	 	
              Name:
                David Goadby

            
	 	
              Title:  Director

            


    

    


    
      	
              JPMORGAN
                CHASE BANK, N.A., Individually and as Administrative
                Agent,

            
	
              By

            
	 	
              /s/
                Stacey Haimes

            
	 	
              Name:
                Stacey Haimes

            
	 	
              Title:  Executive
                Director

            


    

    


    


    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    SIGNATURE
      PAGE TO INCREMENTAL TERM LOAN AMENDMENT DATED AS OF

    October 19,
      2007, TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 28, 2001, AS
      AMENDED AND RESTATED AS OF APRIL 10, 2002, AS FURTHER AMENDED AND RESTATED
      AS OF DECEMBER 22, 2005, AMONG COMPASS MINERALS INTERNATIONAL, INC.,
      COMPASS MINERALS GROUP, INC., SIFTO CANADA CORP., SALT UNION LIMITED, THE
      LENDERS PARTY THERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
      AND
      THE OTHER AGENTS AND PARTIES THERETO

     

    
      	
              JPMorgan
                Chase Bank, N.A.

            
	
              By

            
	 	
              /s/
                Stacey Haimes

            
	 	
              Name:
                Stacey Haimes

            
	 	
              Title:  Executive
                Director

            


    

    


     

    
      	
              The
                Bank of Nova Scotia

            
	
              By

            
	 	
              /s/
                J. F. Todd

            
	 	
              Name:
                J. F. Todd

            
	 	
              Title:  Managing
                Director

            
	 	 
	 	
              /s/
                Patrick J. Hawes

            
	 	
              Name:
                Patrick J. Hawes

            
	 	
              Title:  Comptroller

            


    

    


     

    
      	
              General
                Electric Capital Corporation

            
	
              By

            
	 	
              /s/
                Alison P. Trapp

            
	 	
              Name:
                Alison P. Trapp

            
	 	
              Title:  Duly
                Authorized Signatory

            


    

    


     

    
      	
              Calyon
                New York Branch:

            
	
              By

            
	 	
              /s/
                Blake Wright

            
	 	
              Name:
                Blake Wright

            
	 	
              Title:  Managing
                Director

            
	 	 
	 	
              /s/
                Joseph Philbin

            
	 	
              Name:
                Joseph Philbin

            
	 	
              Title:  Director

            


    

    


     

    
      	
              Bank
                Midwest. N.A.

            
	
              By

            
	 	
              /s/
                Mark McCaskill

            
	 	
              Name:
                Mark McCaskill

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              Bank
                of America, N.A.:

            
	
              By

            
	 	
              /s/
                Michael Viazzoli

            
	 	
              Name:
                Michael Viazzoli

            
	 	
              Title:  Senior
                Vice President

            
	 	 
	 	
              /s/
                Carlos E. Arias

            
	 	
              Name:
                Carlos E. Arias

            
	 	
              Title:  Assistant
                Vice President

            


    

    


     

    
      	
              Wells
                Fargo Bank, N.A.

            
	
              By

            
	 	
              /s/
                Tammy R. Henke

            
	 	
              Name:
                Tammy R. Henke

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              AIB
                Debt Management, Limited

            
	
              By

            
	 	
              /s/
                Roisin O’Connell

            
	 	
              Name:
                Roisin O’Connell

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              Valley
                View State Bank

            
	
              By

            
	 	
              /s/
                Timothy J. Kelly

            
	 	
              Name:
                Timothy J. Kelly

            
	 	
              Title:  President

            


    

    


     

    
      	
              Goldman
                Sachs Bank U.S.A.

            
	
              By

            
	 	
              /s/
                William Yarbenet

            
	 	
              Name:
                William Yarbenet

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              Credit
                Suisse, Cayman Island Branch:

            
	
              By

            
	 	
              /s/
                Doreen Barr

            
	 	
              Name:
                Doreen Barr

            
	 	
              Title:  Vice
                President

            
	 	 
	 	
              /s/
                Morenikeji Ajayi

            
	 	
              Name:
                Morenikeji Ajayi

            
	 	
              Title:  Associate

            


    

    


     

    
      	
              Fortis
                Capital Corp.:

            
	
              By

            
	 	
              /s/
                John M. Crawford

            
	 	
              Name:
                John M. Crawford

            
	 	
              Title:  Managing
                Director

            
	 	 
	 	
              /s/
                John Spillane

            
	 	
              Name:
                John Spillane

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              Raymond
                James Bank, FSB

            
	
              By

            
	 	
              /s/
                Joseph A. Ciccolini

            
	 	
              Name:
                Joseph A. Ciccolini

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              National
                City Bank

            
	
              By

            
	 	
              /s/
                Jeremy J. Henrich

            
	 	
              Name:
                Jeremy J. Henrich

            
	 	
              Title:  Account
                Officer

            


    

    


     

    
      	
              Commerce
                Bank, N.A.

            
	
              By

            
	 	
              /s/
                R. David Emley, Jr.

            
	 	
              Name:
                R. David Emley, Jr.

            
	 	
              Title:  Vice
                President

            


    

    


     

    
      	
              Bank
                of Tokyo-Mitsubishi UFJ Trust Company

            
	
              By

            
	 	
              /s/
                Anna Giller

            
	 	
              Name:
                Anna Giller

            
	 	
              Title:  Vice
                President

            


    

    


     


    
      
        
        

      

      
        14