exv10w1



 






EXHIBIT 10.1




EXECUTION COPY





     AMENDMENT No. 5 and WAIVER (this “Amendment”) dated as of July 20,
2005, to the CREDIT AGREEMENT dated as of November 28, 2001, as amended and
restated as of April 10, 2002, as further amended as of December 19, 2002,
as further amended as of May 5, 2003, as further amended as of May 21,
2003, and as further amended as of November 17, 2003 (the “Credit
Agreement”), among COMPASS MINERALS INTERNATIONAL, INC., COMPASS MINERALS
GROUP, INC., SIFTO CANADA INC., SALT UNION LIMITED, the LENDERS from time
to time party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent,
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P.
MORGAN EUROPE LIMITED (formerly known as CHASE MANHATTAN INTERNATIONAL
LIMITED), as UK Agent.



          A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers, and
have agreed to extend credit to the Borrowers, in each case pursuant to the terms and subject to
the conditions set forth therein.




          B. Holdings and the Borrowers have requested that the Lenders agree to waive compliance with
the requirements set forth in Section 7.02 of the Credit Agreement to the extent, and only to the
extent, necessary to permit the UK Borrower to sublease, substantially on the terms disclosed to
the Administrative Agent prior to the date hereof, approximately 1.5 acres of land that is leased
by the UK Borrower as lessee and located at the UK Borrower’s 4 shaft site, as further described in
the letter attached as Exhibit A hereto, to Minosus Ltd.
(“Minosus”), a joint venture between a
subsidiary of the US Borrower and Onyx Environmental Group plc (the “Transaction”).




          C. Holdings and the Borrower have also requested that the Lenders agree to amend Sections
1.01, 7.02 and 7.05 of the Credit Agreement as set forth herein.




          D. The undersigned Lenders are willing, pursuant to the terms and subject to the applicable
conditions set forth herein, to grant such waiver and approve such amendments.




          E. Capitalized terms used but not defined herein shall have the respective meanings assigned
to them in the Credit Agreement.




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




          SECTION 1. Waivers. Subject to the applicable conditions set forth herein, the undersigned
Lenders hereby waive compliance with the requirements set forth in the Credit Agreement to the
extent, and only to the extent, necessary to permit the consummation of the Transaction.





 









 





2



          SECTION 2. Amendments to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by deleting the word “and” at the end of clause (g) of the definition of “Asset Sale” and
replacing the period at the end of the definition of “Asset Sale” with the following:




          and any transaction permitted pursuant to Section 7.02(r).




          SECTION
3. Amendments to Section 7.02. Section 7.02 of the Credit Agreement is hereby amended
by (a) deleting the word “and” at the end of subparagraph (p) and (b) replacing the period at the
end of subparagraph (q) with the following:




          ;and





     (r) the US Borrower and any of its Subsidiaries may sell or otherwise dispose of
assets (excluding capital stock of, or other equity interests in, Wholly-Owned Subsidiaries
and Wholly-Owned Unrestricted Subsidiaries) that are not permitted by any other paragraph
of this Section, provided that the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance on this paragraph (r) shall not exceed
$15,000,000 during the term of this Agreement.



          SECTION 4. Amendments to Section 7.05. Section 7.05 of the Credit Agreement is hereby amended
by deleting the words “and (m)” at the end of subparagraph (m) and replacing it with the words “,
(m) and (r)”.




          SECTION
5. Representations and Warranties. Each of Holdings and the Borrowers represents and
warrants to the Administrative Agent and the Lenders that:





     (a) This Amendment has been duly authorized, executed and delivered by each of
Holdings and the Borrowers and constitutes a legal, valid and binding obligation of each of
Holdings and the Borrowers, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.




     (b) The representations and warranties of each of Holdings and each Borrower set forth
in the Credit Documents are true and correct on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct as of such earlier date.




     (c) Immediately prior to and after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.



          SECTION 6. Conditions to Effectiveness. This Amendment shall become effective as of the date
first above written when the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of Holdings, each Borrower and the
Required Lenders.













 





3



          SECTION 7. Credit Agreement. Except as specifically set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute an amendment or 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 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 9. 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 10. 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 & Moore LLP, counsel for the Administrative Agent.




          SECTION 11. 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.













 





4



          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: VP	 	 
	 
	 	 	 	 	 	 
	 	 	COMPASS MINERALS GROUP,
INC., as US

Borrower,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Rodney Underdown	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Rodney Underdown	 	 
	 

	 	 	 	Title: VP	 	 
	 
	 	 	 	 	 	 
	 	 	SIFTO CANADA INC., as Canadian
Borrower,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Rodney Underdown	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Rodney Underdown	 	 
	 

	 	 	 	Title: VP	 	 
	 
	 	 	 	 	 	 
	 	 	SALT UNION LIMITED, as UK Borrower,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., 
individually and
as Administrative Agent,	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 















 




4


          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	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	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
	 	/s/ David J. Goadby	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: D. J. Goadby	 	 
	 

	 	 	 	Title: M.D.	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A.,

individually and as Administrative Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 















 





4


          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	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	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, N.A., 
individually and as
Administrative Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Stacey Haimes	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stacey Haimes	 	 
	 

	 	 	 	Title: Vice President	 	 

















 






	 	 	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5


AND WAIVER, DATED AS OF JULY 20, 2005, 

TO COMPASS MINERALS GROUP, INC. CREDIT AGREEMENT
	 	 
	To Approve the Amendment:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 
	 	 	Caisse de
dépôt et placement du Québec	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ James B. McMullan	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James B. McMullan	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Diane C. Favreau	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Diane C. Favreau	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5



AND WAIVER, DATED AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP, INC. CREDIT 

AGREEMENT
	 	 
	 
	 	 	 	 	 	 
	To Approve the Amendment:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ Alex Averbukh	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alex Averbukh	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CALYON NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	by:
	 	/s/ W. Michael George	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: W. Michael George	 	 
	 

	 	 	 	Title: Managing Director	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO.
5

 AND WAIVER,
DATED AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP, INC.
CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	CIT LENDING SERVICES CORPORATION
	 
	 

	 	By:
	 	/s/ John P. Sirico, II
	 

	 	 	 	 
	 

	 	 	 	Name: John P. Sirico, II
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO.
5

 AND WAIVER, DATED
AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP, INC.
CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	CREDIT SUISSE, New York Branch (formerly known as CREDIT SUISSE
FIRST BOSTON, New York Branch).
	 
	 	 	 	 
	 

	 	by	 	/s/ Paul L. Colón 
	 

	 	 	 	 
	 

	 	 	 	Name: Paul L. Colón
	 

	 	 	 	Title: Director
	 
	 

	 	by
	 	/s/ Karim Blasetti
	 

	 	 	 	 
	 

	 	 	 	Name: Karim Blasetti

Title: Associate






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5
 

AND WAIVER, DATED
AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP, INC.
CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	Deutsche Bank Trust Company Americas
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carin M. Keegan
	 

	 	 	 	 
	 

	 	 	 	Name: Carin M. Keegan
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lana Gifas
	 

	 	 	 	 
	 

	 	 	 	Name: Lana Gifas
	 

	 	 	 	Title: Vice President






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO.
5

 AND
WAIVER, DATED AS OF JULY 20, 2005,

 TO COMPASS MINERALS
GROUP, INC. CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 

	 	 	 	FORTIS CAPITAL CORP.
	 
	 

	 	by:
	 	/s/ John Crawford
	 

	 	 	 	 
	 

	 	 	 	Name: John Crawford
	 

	 	 	 	Title: SVP
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	 	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 
	 

	 	by
	 	/s/ Barbara Nash
	 

	 	 	 	 
	 

	 	 	 	Name: Barbara Nash
	 

	 	 	 	Title: M.D.






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5


AND WAIVER,
DATED AS OF JULY 20, 2005, 

TO COMPASS MINERALS GROUP,
INC. CREDIT 

AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 
	 

	 	by
	 	/s/ Marie G. Mollo
	 

	 	 	 	 
	 

	 	 	 	Name: Marie G. Mollo
	 

	 	 	 	Title: Duly Authorized Signatory






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5


AND
WAIVER, DATED AS OF JULY 20, 2005, 

TO COMPASS
MINERALSGROUP, INC. CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	HARBOUR TOWN FUNDING LLC
	 
	 	 	 	 
	 

	 	by
	 	/s/ M. Cristina Higgins
	 

	 	 	 	 
	 

	 	 	 	Name: M. Cristina Higgins
	 

	 	 	 	Title: Assistant Vice President






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5


AND WAIVER,
DATED AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP,
INC. CREDIT

 AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution: Nationwide Mutual Insurance Company
	 
	 	 	 	 
	 

	 	by
	 	/s/ WAYNE T. FRISBEE
	 

	 	 	 	 
	 

	 	 	 	Name: WAYNE T. FRISBEE
	 

	 	 
	 	Title: VICE PRESIDENT-PORTFOLIO MANAGEMENT






 









 






	 	 	 	 	 
	 

	 	 	 	SIGNATURE PAGE TO AMENDMENT NO. 5


AND
WAIVER, DATED AS OF JULY 20, 2005, 

TO
COMPASS MINERALS GROUP, INC. CREDIT 

AGREEMENT
	 
	 	 	 	 
	To Approve the Amendment:
	 	 	 	 
	 
	 	 	 	 
	 	 	Name of Institution:
	 
	 	 	 	 
	 	 	PPM SHADOW CREEK FUNDING LLC
	 
	 	 	 	 
	 

	 	by
	 	/s/ M. Cristina Higgins
	 

	 	 	 	 
	 

	 	 	 	Name: M. Cristina Higgins
	 

	 	 	 	Title: Assistant Vice President






 









 






	 	 	 	 	 	 	 
	 	 	 	 	SIGNATURE PAGE TO
AMENDMENT NO. 5 

AND WAIVER, DATED
AS OF JULY 20, 2005,

 TO COMPASS MINERALS GROUP, INC.
CREDIT

 AGREEMENT
	To Approve the Amendment:

	 	 	 	 	 	Sankaty Advisors, LLC as Collateral

Manager for Race Point CLO,

Limited, as Term Lender
	 
	 	 	 	 	 	 
	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ DIANE J. EXTER	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name. DIANE J. EXTER	 	 
	 

	 	 	 	Title: MANAGING DIRECTOR	 	 
	 

	 	 	 	          PORTFOLIO MANAGER