exhibit10_2.htm


    Exhibit
      10.2

    


    


    SECOND
      SUPPLEMENTAL INDENTURE

    


    dated
      as of October 19, 2007

    


    to

    


    INDENTURE

    


    dated
      as of December 20, 2002

    


    among

    


    


    


    Compass
      Minerals International, Inc.,

    


    as
      Issuer,

    


    and

    


    The
      Bank of New York Trust Company, N.A.,

    


    as
      Trustee

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      SECOND SUPPLEMENTAL INDENTURE to the Indenture (as defined
      below) (the “Second Supplemental Indenture”), dated as of October 19,
      2007, is made by and between Compass Minerals International, Inc., a Delaware
      corporation (the “Company”), and The Bank of New York Trust Company,
      N.A., as successor trustee (the “Trustee”), and amends the Indenture,
      dated as of December 20, 2002, among the Company and The Bank of New York,
      as
      trustee (as amended from time to time, the “Indenture”).

    


    RECITALS:

    


    A.           Pursuant
      to the Indenture, the Company has issued its 12 3⁄4% Series B Senior Discount
      Notes due 2012 (the “Notes”).

    


    B.           The
      Company and the Trustee desire by this Second Supplemental Indenture to amend
      certain provisions of the Indenture.

    


    C.           Consent
      to the amendments set forth in Article I herein have been received from the
      Holders of more than a majority in principal amount of the outstanding
      Notes.

    


    D.           This
      Second Supplemental Indenture has been duly authorized by all necessary
      corporate action on the part of the Company.

    


    E.           The
      Company has directed the Trustee to execute and deliver this Second Supplemental
      Indenture in accordance with Section 9.2 of the Indenture.  The
      amendments set forth herein do not trigger subsections (i) through (vi) of
      Section 9.2 of the Indenture.

    


    F.           Capitalized
      terms used herein without definition shall have the meanings assigned to them
      in
      the Indenture.

    


    G.           The
      recitals set forth above shall be deemed to be statements by the Company and
      not
      statements by the Trustee.

    


    NOW,
      THEREFORE, it is hereby agreed as follows:

    


    ARTICLE
      I

    AMENDMENTS

    


    Section
      1.01.  Certain Defined Terms.  The following
      provisions set forth in Section 1.1 (Definitions) of the Indenture are hereby
      amended as follows:

    


    (a)           The
      definition of each of “Acquired Indebtedness”, “Affiliate Transaction”, “Asset
      Acquisition”, “Consolidated EBITDA”, “Consolidated Fixed Charge Coverage Ratio”,
“Consolidated Fixed Charges”, “Consolidated Interest Expense”, “Consolidated Net
      Income”, “Consolidated Non-Cash Charges”, “Excluded Contribution”, “Existing
      Compass Minerals Indenture”, “Existing Compass Minerals Notes”, “Independent
      Financial Advisor”, “Investment”, “Management Agreement”, “Merger Agreement”,
“Net Proceeds Offer”, “Net Proceeds Offer Amount”, “Net Proceeds Offer Payment
      Date”, “Net Proceeds Offer Trigger Date”, “Permitted Business”, “Permitted
      Indebtedness”, “Permitted Investments”, “Permitted Liens”, Purchase Money
      Indebtedness”, “Recapitalization”, “Reference Date”, “Refinance”, 

    
      
         

      

      
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    “Refinancing
      Indebtedness”, “Replacement Assets”, “Restricted Payment”, “Series A Preferred
      Stock”, “Transaction Date”, “Transactions” and “Weighted Average Life to
      Maturity” is deleted in its entirety.

    


    (b)           Subsection
      (9) of the the definition of “Asset Sale” is deleted in its entirety and
      replaced with the following:

    


    “(9)           {Reserved};
      and”

    


    (c)           The
      following language is hereby deleted from the definition of
“Indebtedness”:

    


    “For
      purposes of Section 4.4, in determining the principal amount of any Indebtedness
      to be incurred by the Company or any Restricted Subsidiary or which is
      outstanding at any date, the principal amount of any Indebtedness which provides
      that an amount less than the principal amount thereof shall be due upon any
      declaration of acceleration thereof shall be the accreted value thereof at
      the
      date of determination.”

    


    (d)           The
      definition of “Unrestricted Subsidiary” is deleted in its entirety and replaced
      with the following:

    


    “Unrestricted
      Subsidiary” of any Person means (1) any Subsidiary of such Person that
      is designated an Unrestricted Subsidiary by the Board of Directors of such
      Person in the manner provided below and (2) any Subsidiary of an Unrestricted
      Subsidiary.  The Board of Directors may designate any Subsidiary
      (including any newly acquired or newly formed Subsidiary) to be an Unrestricted
      Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
      any Lien on any property of, the Company or any other Subsidiary of the Company
      that is not a Subsidiary of the Subsidiary to be so designated;
provided that (x) the Subsidiary to be so designated at the
      time of designation has total consolidated assets of $1,000 or less and (y)
      each
      Subsidiary to be so designated and each of its Subsidiaries has not at the
      time
      of designation, and does not thereafter, create, incur, issue, assume, guarantee
      or otherwise become directly or indirectly liable with respect to any
      Indebtedness pursuant to which the lender has recourse to any of the assets
      of
      the Company or any of its Restricted Subsidiaries (other than the assets of
      such
      Unrestricted Subsidiary). The Board of Directors may designate any Unrestricted
      Subsidiary to be a Restricted Subsidiary only if  immediately before
      and immediately after giving effect to such designation, no Default or Event
      of
      Default shall have occurred and be continuing. Any such designation by the
      Board
      of Directors shall be evidenced to the Trustee by promptly filing with the
      Trustee a copy of the Board Resolution giving effect to such designation and
      an
      Officers’ Certificate certifying that such designation complied with the
      foregoing provisions.”

    


    Section
      1.02.  The fourth paragraph of Section 2.2 (Execution and
      Authentication) is hereby deleted in its entirety and replaced with the
      following:

    


    “The
      Trustee shall authenticate (i) Initial Notes for original issue on the Issue
      Date in the aggregate principal amount at maturity not to exceed $123,500,000,
      (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue
      only in 

     

    
      
         

      

      
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exchange
        for a like Accreted Value and principal amount at maturity of Initial Notes
        and
        (iii) one or more series of Securities for original issue after the Issue
        Date
        (such Securities to be substantially in the form of Exhibit A
        or Exhibit B, as the case may be) in an unlimited amount (and
        if in the form of Exhibit A the same Accreted Value and
        principal amount at maturity of Exchange Notes in exchange therefor upon
        consummation of a registered exchange offer), in each case upon written orders
        of the Issuer in the form of an Officers’ Certificate. In addition, each such
        Officers’ Certificate shall specify the amount of Securities to be
        authenticated, the date on which the Securities are to be authenticated,
        whether
        the Securities are to be Initial Notes, Exchange Notes or Securities issued
        under clause (iii) of the preceding sentence and the aggregate principal
        amount
        at maturity of Securities outstanding on the date of authentication, and
        shall
        further specify the amount at maturity of such Securities to be issued as
        a
        Global Security or Physical Securities. Such Securities shall initially be
        in
        the form of one or more Global Securities, which (i) shall represent, and
        shall
        be denominated in an amount equal to the aggregate principal amount at maturity
        of, the Securities to be issued, (ii) shall be registered in the name of
        the
        Depository for such Global Security or Securities or its nominee and (iii)
        shall
        be delivered by the Trustee to the Depository or pursuant to the Depository’s
        instruction. All Securities issued under this Indenture shall vote and consent
        together on all matters as one class and no series of Securities will have
        the
        right to vote or consent as a separate class on any matter.”

    

    


    Section
      1.03.   The third sentence of Section 2.3 (“Registrar
      and Paying Agent”) is hereby deleted in its entirety and replaced with the
      following:

    


    “The
      Issuer may act as its own Registrar or Paying Agent except that, for the
      purposes of Articles Three and Eight and Section 4.16, neither the Issuer nor
      any Affiliate of the Issuer shall act as Paying Agent.”

    


    Section
      1.04.                                Subsection
      (a) of Section 2.6 (“Transfer and Exchange”) is hereby deleted in its entirety
      and replaced with the following:

    


    “(a)           Subject
      to the provisions of Sections 2.14 and 2.15, when Securities are presented
      to
      the Registrar or a co-Registrar with a request to register the transfer of
      such
      Securities or to exchange such Securities for an equal principal amount at
      maturity of Securities of other authorized denominations, the Registrar or
      co-Registrar shall register the transfer or make the exchange as requested
      if
      its requirements for such transaction are met; PROVIDED, HOWEVER, that the
      Securities surrendered for registration of transfer or exchange shall be duly
      endorsed or accompanied by a written instrument of transfer in form satisfactory
      to the Issuer and the Registrar or co-Registrar, duly executed by the Holder
      thereof or his attorney duly authorized in writing. To permit registrations
      of
      transfers and exchanges, the Issuer shall execute and the Trustee shall
      authenticate Securities at the Registrar’s or co-Registrar’s request. No service
      charge shall be made for any registration of transfer or exchange, but the
      Issuer may require payment of a sum sufficient to cover any transfer tax or
      similar governmental charge payable in connection therewith (other than any
      such
      transfer taxes or similar governmental charge payable upon exchanges or
      transfers pursuant to Section 2.2, 2.10, 3.6, 4.16 or 9.5). The Registrar or
      co-Registrar shall not be required to register the transfer of or exchange
      of
      any 

     

    
      
         

      

      
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Security
        (i) during a period beginning at the opening of business 15 days before the
        mailing of a notice of redemption of Securities and ending at the close of
        business on the day of such mailing, (ii) selected for redemption in whole
        or in
        part pursuant to Article Three, except the unredeemed portion of any Security
        being redeemed in part, and (iii) during a Change of Control Offer if such
        Security is tendered pursuant to such Change of Control Offer and not withdrawn.
        A Global Security may be transferred, in whole but not in part, in the manner
        provided in this Section 2.6(a), only to a nominee of the Depository for
        such
        Global Security, or to the Depository, or a successor Depository for such
        Global
        Security selected or approved by the Issuer, or to a nominee of such successor
        Depository.”

    

    


    Section
      1.05.                                The
      heading and text of each of Section 4.3 (Limitation on Restricted Payments),
      Section 4.4 (Limitation on Incurrence of Additional Indebtedness), Section
      4.6
      (Payment of Taxes and Other Claims), Section 4.7 (Maintenance of Properties
      and
      Insurance), Section 4.9 (Compliance With Laws), Section 4.10 (Reports To
      Holders), Section 4.11 (Waiver of Stay, Extension or Usury Laws), Section 4.12
      (Limitation on Transactions with Affiliates), Section 4.13 (Limitation on
      Dividend and Other Payment Restrictions Affecting Subsidiaries), Section 4.14
      (Limitation on Issuances of Guarantees by Restricted Subsidiaries), Section
      4.15
      (Limitation on Liens), Section 4.17 (Limitation on Asset Sales), clauses
      (ii)-(iv) of Section 5.1(a) (Merger, Consolidation and Sale of Assets), and
      clauses (iii)-(v) of Section 6.1 (Events of Default) of the Indenture are
      deleted in their entirety and replaced with the following:

    


    “{Reserved}”.

    


    Section
      1.06.                                Subsection
      (b) of Section 4.8 (Compliance Certificate; Notice of Default) is hereby deleted
      in its entirety and replaced with the following:

    


    “(b)  {Reserved}”.

    


    Section
      1.07.  Section 5.1(c) is hereby deleted in its entirety and
      replaced with the following:

    


    “Each
      Guarantor (other than any Guarantor whose Guarantee is to be released in
      accordance with the terms of such Guarantee and this Indenture) shall not,
      and
      the Company shall not cause or permit any Guarantor to, consolidate with or
      merge with or into any Person other than the Company or any other Guarantor
      unless:”

    


    Section
      1.08.  Clause (ii) of Section 6.1 is hereby deleted in its
      entirety and replaced with the following:

    


    “(ii)            the
      failure to pay the principal on any Securities, when such principal becomes
      due
      and payable, at maturity, upon redemption or otherwise (including the failure
      to
      make a payment to purchase Securities tendered pursuant to a Change of Control
      Offer);”

    


    Section
      1.09.  Section 7.2(k) is hereby deleted in its entirety and
      replaced with the following:

    


    
      
         

      

      
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    “(k)            Delivery
      of reports, information and documents to the Trustee is for informational
      purposes only and the Trustee’s receipt of the foregoing shall not constitute
      constructive notice of any information contained therein or determinable from
      information contained therein, including the Issuer’s compliance with any of the
      covenants hereunder.”

    


    Section
      1.10.  Section 7.5 (Notice of Default) is hereby deleted in
      its entirety and replaced with the following:

    


    “If
      a Default or an Event of Default occurs and is continuing and the Trustee
      receives actual notice of such Default or Event of Default, the Trustee shall
      mail to each Securityholder notice of the uncured Default or Event of Default
      within 90 days after such Default or Event of Default occurs.  Except
      in the case of a Default or an Event of Default in payment of Accreted Value
      of,
      premium, if any, or interest on, if any, any Security, including an accelerated
      payment and the failure to make payment on the Change of Control Payment Date
      pursuant to a Change of Control Offer, the Trustee may withhold the notice
      if
      and so long as a trust committee of directors and/or Responsible Officers,
      of
      the Trustee in good faith determines that withholding the notice is in the
      interest of the Securityholders.”

    


    Section
      1.10.  The first sentence of subsection (c) of Section 8.2
      (Legal Defeasance and Covenant Defeasance) is hereby deleted in its entirety
      and
      replaced with the following:

    


    “Upon
      the Issuer’s exercise under paragraph (a) hereof of the option applicable to
      this paragraph (c), the Issuer shall, subject to the satisfaction of the
      conditions set forth in Section 8.3, be released from its obligations, if any,
      under the covenants contained in Section 4.16 and Article Five with respect
      to
      the outstanding Securities on and after the date the conditions set forth below
      are satisfied (hereinafter, “Covenant Defeasance“), and the
      Securities shall thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Securities shall not be deemed outstanding for accounting
      purposes).”

    


    Section
      1.11.  The following language in
      Article Ten (Guarantee of Securities) is hereby deleted in its entirety wherever
      it appears:

    


    “pursuant
      to Section 4.14”

    


    Section
      1.12.  Section 11.5 (“Statements Required in Certificate or
      Opinion”) is hereby deleted in its entirety and replaced with the
      following:

    


    “Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture, shall include:

    


    (i)            a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

    


    
      
         

      

      
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    (ii)            a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions  contained in such certificate
      or opinion are based;

    


    (iii)            a
      statement that, in the opinion of such Person, he has made such examination
      or
      investigation as is necessary to enable him to express an informed opinion
      as to
      whether or not such covenant or condition has been complied with;
      and

    


    (iv)            a
      statement as to whether or not, in the opinion of each such Person, such
      condition or covenant has been complied with; PROVIDED, HOWEVER, that with
      respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.”

    


    Section
      1.13.  Any Notes issued under any provision of the Indenture
      subsequent to the date of this Second Supplemental Indenture shall bear a
      notation, in form acceptable to the Trustee, referring to this Second
      Supplemental Indenture, and shall vary from the form attached to the Indenture
      as Exhibit A and Exhibit B as
      follows:

    


    (a)
      Section 4 of the form of Note attached as Exhibit A and Exhibit B to the
      Indenture shall be deleted in its entirety and replaced with the
      following:

    


    “4.            Indenture.

    


    The
      Issuer issued the Securities under an Indenture dated as of December 20, 2002
      (as amended pursuant to the First Supplemental Indenture dated as of May 21,
      2003 and the Second Supplemental Indenture dated as of October 19, 2007 by
      and
      between the Company and the Trustee, the “Indenture”) by and between the Company
      and the Trustee.  This Security is one of a duly authorized issue of
      Securities of the Issuer.  Capitalized terms herein are used as
      defined in the Indenture unless otherwise defined herein. The terms of the
      Securities include those stated in the Indenture and those made part of the
      Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
      77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
      time as the Indenture is qualified under the TIA, and thereafter as in effect
      on
      the date on which the Indenture is qualified under the TIA. Notwithstanding
      anything to the contrary herein, the Securities are subject to all such terms,
      and Holders of Securities are referred to the Indenture and the TIA for a
      statement of them. The Securities are general obligations of the Issuer
      unlimited in amount, of which an aggregate principal amount at maturity of
      $123,500,000 has been issued on the Issue Date.”

    


    (b)  The
      text of each of Sections 8 and 15 of the form of Note attached as Exhibit A
      and
      Exhibit B to the Indenture shall be deleted in its entirety and replaced with
      the following:

    


    “{Reserved}”.

    


    (c)  The
      “Option of Holder to Elect Purchase” form attached to the form of Note attached
      as Exhibit A and Exhibit B to the Indenture shall be amended to delete the
      following:

    


    
      
         

      

      
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    “or
      Section 4.17” and “Section 4.17 ⁭”.

    


    ARTICLE
      II

    MISCELLANEOUS

    


    Section
      2.01.  Effectiveness.  This Second
      Supplemental Indenture will become effective upon the execution and delivery
      of
      the Second Supplemental Indenture by the parties hereto provided that the
      amendments to the Indenture set forth in Article I above shall not become
      operative unless and until Notes are accepted for payment by the Company
      pursuant to its Offer to Purchase and Consent Solicitation Statement dated
      October 2, 2007.

    


    Section
      2.02.  Confirmation.  Except as expressly
      amended hereby, the Indenture is in all respects ratified and confirmed and
      all
      the terms, conditions and provisions thereof shall remain in full force and
      effect.  Upon the execution and delivery of this Second Supplemental
      Indenture by the Company and the Trustee, this Second Supplemental Indenture
      shall form a part of the Indenture for all purposes, and every holder of
      Securities heretofore or hereafter authenticated and delivered shall be bound
      hereby.  Any and all references to the Indenture, whether within the
      Indenture or in any notice, certificate or other instrument or document, shall
      be deemed to include a reference to this First Supplemental Indenture (whether
      or not made), unless the context shall otherwise require.

    


    Section
      2.03.  Counterparts.  This Second
      Supplemental Indenture may be executed in counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one
      instrument.

    


    Section
      2.04.  Governing Law.  This Second
      Supplemental Indenture shall be governed by and construed in accordance with
      the
      laws of the State of New York, but without giving effect to applicable
      principles of conflicts of law to the extent that the application of the law
      of
      another jurisdiction would be required thereby.

    


    Section
      2.05.  Trustee.  The Trustee makes no
      representations as to the validity or sufficiency of this Second Supplemental
      Indenture.  The recitals and statements herein are deemed to be those
      of the Issuer and Guarantors and not of the Trustee.

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto caused this Second Supplemental
      Indenture to be duly executed as of the date first written above.

    


    Compass
      Minerals International, Inc.

    


    
      By:
        /s/ Rodney L.
        Underdown                                                                

      Rodney
        L. Underdown

      Vice
        President and CFO; Secretary

       

    

    The
      Bank of New York Trust Company, N.A., as Trustee

    


    By:
      /s/ Roxanne
      Ellwanger                                                                

    Roxanne
      Ellwanger

    Assistant
      Vice President

    



    
      
              

                  
      
      

                  Signature
            Page – Second Supplemental Indenture      
    

         

      

      
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