regrightsagreement.htm


    
      Exhibit
4.3


     

    $100,000,000

     

    COMPASS
MINERALS INTERNATIONAL, INC.

     

    8%
Senior Notes Due 2019

     

    


     

    REGISTRATION RIGHTS
AGREEMENT

     

    June 5,
2009

     

    Credit
Suisse Securities (USA) LLC

    J.P.
Morgan Securities Inc.

    Goldman,
Sachs & Co.

    As
Representatives of the Initial Purchasers

    c/o Credit Suisse Securities (USA)
LLC

    Eleven Madison Avenue

    New York, New York
10010-3629

     

    Dear
Sirs:

     

    Compass Minerals International, Inc., a
Delaware corporation (the “Issuer”), proposes to issue and sell to the financial
institutions set forth on Schedule I hereto (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement of even date
herewith (the “Purchase Agreement”), $100,000,000 aggregate principal amount of
its 8% Senior Notes due 2019 (the “Initial Securities”) to be unconditionally
guaranteed (the “Guaranties”) by the Guarantors party to this Agreement
(collectively, the “Guarantors” and, together with the Issuer, the
“Company”).  The Initial Securities will be issued pursuant to an
Indenture, dated as of June 5, 2009 (the “Indenture”), among the Issuer, the
Guarantors and U.S. Bank National Association, as trustee (the
“Trustee”).  Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities Inc. and Goldman, Sachs & Co. (collectively, the
“Representatives”) have agreed to act as representatives for the Initial
Purchasers.  As an inducement to the Initial Purchasers, the Company
agrees with the Initial Purchasers, for the benefit of the holders of the
Initial Securities (including, without limitation, the Initial Purchasers), the
Exchange Securities (as defined below) and the Private Exchange Securities (as
defined below) (collectively the “Holders”), as follows:

    


    1. Registered Exchange
Offer.  If any of the Initial Securities are not Freely
Tradable on the Registration Trigger Date, the Company and the Guarantors shall
use their reasonable best efforts to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act of
1933, as amended (the “Securities Act”), with respect to a proposed offer (the
“Registered Exchange Offer”) to the Holders of Transfer Restricted Securities
(as defined in Section 6 hereof), who are not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of debt securities (the “Exchange Securities”)
of the Company issued under the Indenture and identical in all material respects
to the Initial Securities (except for the transfer restrictions relating to the
Initial Securities and the provisions relating to the matters described in
Section 6 hereof) that would be registered under the Securities
Act.  The Company shall keep the Exchange Offer Registration Statement
effective for not less than 30 business days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the “Exchange Offer Registration
Period”).

     

    For the
purposes of this Agreement:

     

    Registration Trigger
Date:  Means the fifth Business Day following the one-year
anniversary of the date hereof.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Freely
Tradable:  Means any Initial Security that at any time of
determination, if it were not held by an affiliate (as defined in Rule 405) of
the Company, (i) may be resold to the public in accordance with Rule 144 or any
successor provision thereof without volume limitations, (ii) does not bear any
restrictive legends relating to the Securities Act and (iii) does not bear a
restricted CUSIP number.

     

    If the
Company effects the Registered Exchange Offer, the Company will be entitled to
close the Registered Exchange Offer 30 business days after the commencement
thereof provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

     

    Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder of
Transfer Restricted Securities (as defined in Section 6 hereof) electing to
exchange the Initial Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of the Securities
Act, acquires the Exchange Securities in the ordinary course of such Holder’s
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

     

    The
Company acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of
market making activities or other trading activities, for Exchange Securities
(an “Exchanging Dealer”), is required to deliver a prospectus containing the
information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in
the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section, and (c) Annex C hereto in the “Plan of Distribution” section of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange Securities acquired in exchange
for Securities constituting any portion of an unsold allotment is required to
deliver a prospectus containing the information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as applicable, in connection with such
sale.

     

    The
Company shall use its best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained
therein, in order to permit such prospectus to be lawfully delivered by all
persons subject to the prospectus delivery requirements of the Securities Act
for such period of time as such persons must comply with such requirements in
order to resell the Exchange Securities;  provided, however, that (i)
in the case where such prospectus and any amendment or supplement thereto must
be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto, available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 90 days after the consummation of the Registered
Exchange Offer.

     

    If, upon
consummation of the Registered Exchange Offer, any Initial Purchaser holds
Initial Securities acquired by it as part of its initial distribution, the
Company, simultaneously with the delivery of the Exchange Securities pursuant to
the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser
upon the written request of such Initial Purchaser, in exchange (the “Private
Exchange”) for the Initial Securities held by such Initial Purchaser, a like
principal amount of debt securities of the Company issued under the Indenture
and identical in all material respects (including the existence of restrictions
on transfer under the Securities Act and the securities laws of the several
states of the United States, but excluding provisions relating to the matters
described in Section 6 hereof) to the Initial Securities (the “Private Exchange
Securities”).  The Initial Securities, the Exchange Securities and the
Private Exchange Securities are herein collectively called the
“Securities”.

     

    In
connection with the Registered Exchange Offer, the Company shall:

     

     

    
      
        
        

      

      
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    (a)           mail
to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;

     

    (b)           keep
the Registered Exchange Offer open for not less than 30 business days (or
longer, if required by applicable law) after the date notice thereof is mailed
to the Holders;

     

    (c)           utilize
the services of a depositary for the Registered Exchange Offer with an address
in the Borough of Manhattan, The City of New York, which may be the Trustee or
an affiliate of the Trustee;

     

    (d)           permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered
Exchange Offer shall remain open; and

     

    (e)           otherwise
comply with all applicable laws.

     

    As soon
as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:

     

    (x)           accept
for exchange all the Securities validly tendered and not withdrawn pursuant to
the Registered Exchange Offer and the Private Exchange;

     

    (y)           deliver
to the Trustee for cancellation all the Initial Securities so accepted for
exchange; and

     

    (z)           cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the case may
be, equal in principal amount to the Initial Securities of such Holder so
accepted for exchange.

     

    The
Indenture will provide that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.

     

    Interest
on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last
interest payment date on which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the Initial
Securities, from the date of original issue of the Initial
Securities.

     

    Each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     

    Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming part
thereof and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not
include an untrue statement of a material fact or omit to 

     

     

    
      
        
        

      

      
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    state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

     

    2. Shelf
Registration.  If (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer and would otherwise be
required to effect a Registered Exchange Offer pursuant to Section 1 hereof,
(ii) the Registered Exchange Offer is not completed by the 45th day following
the Registration Trigger Date and would otherwise be required pursuant to
Section 1 hereof, (iii) any Initial Purchaser so requests in writing with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer
(and such Initial Securities are not otherwise Freely Tradable), (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradable Exchange Securities on the date of the
exchange (and such Initial Securities are not otherwise Freely Tradable) or (v)
any Initial Purchaser so requests with respect to Initial Securities that
constitute any portion of such Initial Purchaser’s unsold allotment that cannot
be sold by the Initial Purchasers in reliance on Rule 144 of the Securities Act,
the Company shall take the following actions:

     

    


    (a) The
Company shall, at its cost, as promptly as practicable (but in no event more
than 45 days after so required or requested pursuant to this Section 2)
file with the Commission and thereafter shall use its reasonable best efforts to
cause to be declared effective (unless it becomes effective automatically upon
filing) a registration statement (the “Shelf Registration Statement” and,
together with the Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating to the
offer and sale of the Transfer Restricted Securities (as defined in Section 6
hereof) by the Holders thereof from time to time in accordance with the methods
of distribution set forth in the Shelf Registration Statement and Rule 415 under
the Securities Act (hereinafter, the “Shelf Registration”); provided, however,
that no Holder shall be entitled to have the Securities held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all the provisions of this Agreement applicable to such
Holder.

     

    (b) The
Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of the relevant Securities, for
a period of two years (or for such longer period if extended pursuant to Section
3(j) below) from the Issue Date or such shorter period that will terminate when
all the Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are Freely Tradable in the case of clauses (i)
through (iv) above or can be sold in reliance on Rule 144 by the
Initial Purchasers in the case of clause (v) above.  The Company
shall be deemed not to have used its best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being able
to offer and sell such Securities during that period, unless such action is
required by applicable law.

     

    (c) Notwithstanding
any other provisions of this Agreement to the contrary, the Company shall cause
the Shelf Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.

     

    3. Registration
Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

     

    (a) The
Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each
amendment thereof and each supplement, if 

     

     

    
      
        
        

      

      
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    any, to
the prospectus included therein and, in the event that an Initial Purchaser
(with respect to any portion of an unsold allotment from the original offering)
is participating in the Registered Exchange Offer or the Shelf Registration
Statement, the Company shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial
Purchaser reasonably may propose; (ii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section and in Annex
C hereto in the “Plan of Distribution” section of the prospectus forming a part
of the Exchange Offer Registration Statement and include the information set
forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus forming a part of the Exchange
Offer Registration Statement; (iv) include within the prospectus contained
in the Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a
“Participating Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Representatives based upon advice of
counsel (which may be in-house counsel), represent the prevailing views of the
staff of the Commission; and (v) in the case of a Shelf Registration Statement,
include in the prospectus included in the Shelf Registration Statement (or, if
permitted by Commission Rule 430B(b), in a prospectus supplement that
becomes a part thereof pursuant to Commission Rule 430B(f)) that is
delivered to any Holder pursuant to Section 3(d) and (f), the names of
the Holders, who propose to sell Securities pursuant to the Shelf Registration
Statement, as selling securityholders.

     

    (b) The
Company shall give written notice to the Initial Purchasers, the Holders of the
Securities and any Participating Broker-Dealer from whom the Company has
received prior written notice that it will be a Participating Broker-Dealer in
the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made):

     

    (i) when the
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;

     

    (ii) of any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional
information;

     

    (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose, of
the issuance by the Commission of a notification of objection to the use of the
form on which the Registration Statement has been filed, and of the happening of
any event that causes the Company to become an “ineligible issuer,” as defined
in Commission Rule 405.

     

    (iv) of the
receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

     

    (v) of the
happening of any event that requires the Company to make changes in the
Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not
misleading.

     

    (c) The
Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the
Registration Statement.

     

     

     

    
      
        
        

      

      
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    (d) The
Company shall furnish to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, at least one copy of the Shelf
Registration Statement and any post-effective amendment or supplement thereto,
including financial statements and schedules, and, if the Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).  The Company shall not, without the prior consent of the
Initial Purchasers, make any offer relating to the Securities that would
constitute a “free writing prospectus,” as defined in Commission
Rule 405.

     

    (e) The
Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and
to any other Holder who so requests, without charge, at least one copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if any Initial Purchaser or
any such Holder requests, all exhibits thereto (including those incorporated by
reference).

     

    (f) The
Company shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without
charge, as many copies of the prospectus (including each preliminary prospectus)
included in the Shelf Registration Statement and any amendment or supplement
thereto as such person may reasonably request. The Company consents, subject to
the provisions of this Agreement, to the use of the prospectus or any amendment
or supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

     

    (g) The
Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final prospectus included in the Exchange Offer Registration
Statement and any amendment or supplement thereto as such persons may reasonably
request.  The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such
other persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities
covered by the prospectus, or any amendment or supplement thereto, included in
such Exchange Offer Registration Statement.

     

    (h) Prior to
any public offering of the Securities, pursuant to any Registration Statement,
the Company shall register or qualify or cooperate with the Holders of the
Securities included therein and their respective counsel in connection with the
registration or qualification of the Securities for offer and sale under the
securities or “blue sky” laws of such states of the United States as any Holder
of the Securities reasonably requests in writing and do any and all other acts
or things necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement;
provided, however, that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (ii) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.

     

    (i) The
Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to
be sold pursuant to any Registration Statement free of any restrictive legends
and in such denominations and registered in such names as the Holders may
request a reasonable period of time prior to sales of the Securities pursuant to
such Registration Statement.

     

    (j) Upon the
occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to
maintain an effective Registration Statement, the Company shall promptly prepare
and file a post-effective amendment to the Registration Statement or a
supplement to the related prospectus and any other required document so that, as
thereafter delivered to Holders of the Securities or purchasers of Securities,
the prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.  If 

     

     

    
      
        
        

      

      
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    the
Company notifies the Initial Purchasers, the Holders of the Securities and any
known Participating Broker-Dealer in accordance with paragraphs (ii) through (v)
of Section 3(b) above to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Initial Purchasers, the
Holders of the Securities and any such Participating Broker-Dealers shall
suspend use of such prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by
the number of days from and including the date of the giving of such notice to
and including the date when the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer shall have received such
amended or supplemented prospectus pursuant to this Section
3(j).  During the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement,
the Company will prior to the three-year expiration of that Shelf Registration
Statement file, and use its best efforts to cause to be declared effective
(unless it becomes effective automatically upon filing) within a period that
avoids any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions, a new
registration statement relating to the Securities, which shall be deemed the
“Shelf Registration Statement” for purposes of this Agreement.

     

    (k) Not later
than the effective date of the applicable Registration Statement, the Company
will provide a CUSIP number for the Initial Securities, the Exchange Securities
or the Private Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Initial Securities, the
Exchange Securities or the Private Exchange Securities, as the case may be, in a
form eligible for deposit with The Depository Trust Company.

     

    (l) The
Company will comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or
the Shelf Registration and will make generally available to its security holders
(or otherwise provide in accordance with Section 11(a) of the Securities Act) an
earnings statement satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.

     

    (m) The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, in a timely manner and containing such changes, if any, as
shall be necessary for such qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.

     

    (n) The
Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to
time reasonably require for inclusion in the Shelf Registration Statement, and
the Company may exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

     

    (o) The
Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action, if
any, as any Holder of the Securities shall reasonably request in order to
facilitate the disposition of the Securities pursuant to any Shelf
Registration.

     

    (p) In the
case of any Shelf Registration, the Company shall (i) make reasonably available
for inspection by the Holders of the Securities, any underwriter participating
in any disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders of the Securities or
any such underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such
underwriter, attorney, accountant or agent in connection with the Shelf
Registration Statement, in each case, as shall be reasonably necessary to enable
such persons, to conduct a reasonable investigation within 

     

     

    
      
        
        

      

      
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    the
meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of
the Initial Purchasers by you and on behalf of the other parties, by one counsel
designated by and on behalf of such other parties as described in Section 4
hereof.

     

    (q) In the
case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an
opinion and updates thereof relating to the Securities in customary form
addressed to such Holders and the managing underwriters, if any, thereof and
dated, in the case of the initial opinion, the effective date of such Shelf
Registration Statement (it being agreed that the matters to be covered by such
opinion shall include, without limitation, the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company
and its subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or governmental proceedings
involving the Company and its subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration
Statement, the offering and sale of the applicable Securities, or any agreement
of the type referred to in Section 3(o) hereof; the compliance as to form
of such Shelf Registration Statement and any documents incorporated by reference
therein and of the Indenture with the requirements of the Securities Act and the
Trust Indenture Act, respectively; and (A) as of the date of the opinion
and as of the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such
Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from any documents incorporated by reference
therein and (B) as of an applicable time identified by such Holders or
managing underwriters, the absence from such prospectus taken together with any
other documents identified by such Holders or managing underwriters, in the case
of (A) and (B), of an untrue statement of a material fact or the
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any such
incorporated documents, in the light of the circumstances existing at the time
that such documents were filed with the Commission under the Exchange Act);
(ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the applicable
Securities and (iii) its independent public accountants and the independent
public accountants with respect to any other entity for which financial
information is provided in the Shelf Registration Statement to provide to the
selling Holders of the applicable Securities and any underwriter therefor a
comfort letter in customary form and covering matters of the type customarily
covered in comfort letters in connection with primary underwritten offerings,
subject to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72.

     

    (r) In the
case of the Registered Exchange Offer, if requested by any Initial Purchaser or
any known Participating Broker-Dealer, the Company shall cause (i) its counsel
to deliver to such Initial Purchaser or such Participating Broker-Dealer a
signed opinion in the form set forth in Section 7(c) f the Purchase
Agreement with such changes as are customary in connection with the preparation
of a Registration Statement and (ii) its independent public accountants to
deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort
letter, in customary form, meeting the requirements as to the substance thereof
as set forth in Section 7(a) of the Purchase Agreement, with appropriate
date changes.

     

    (s) If a
Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, the Company shall mark, or
caused to be marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities or the
Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.

     

    (t) The
Company will use its best efforts to (a) if the Initial Securities have been
rated prior to the initial sale of such Initial Securities, confirm such ratings
will apply to the Securities covered by a Registration Statement, or (b) if the
Initial Securities were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if so
requested by 

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Holders
of a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.

     

    (u) In the
event that any broker-dealer registered under the Exchange Act shall underwrite
any Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Conduct
Rules (the “Rules”) of the Financial Industry Regulatory Authority, Inc.
(“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter,
a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with the
requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified independent
underwriter” (as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual standards
of due diligence in respect thereto and, if any portion of the offering
contemplated by such Registration Statement is an underwritten offering or is
made through a placement or sales agent, to recommend the yield of such
Securities, (ii) indemnifying any such qualified independent underwriter to
the extent of the indemnification of underwriters provided in Section 5
hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the
Rules.

     

    (v) The
Company shall use its best efforts to take all other steps necessary to effect
the registration of the Securities covered by a Registration Statement
contemplated hereby.

     

    4. Registration
Expenses.  The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of Cahill
Gordon & Reindel LLP, counsel for the Initial Purchasers, incurred in
connection with the Registered Exchange Offer), whether or not the Registered
Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one firm
of counsel designated by the Holders of a majority in principal amount of the
Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.

     

    5. Indemnification.  (a)  The
Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or “issuer free
writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”),
relating to a Shelf Registration, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that (i) the Company and the Guarantors shall not be
liable in any such case to the extent that such loss, claim, damage or liability
arises out of or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus or
Issuer FWP relating to a Shelf Registration in reliance upon and in conformity
with written information pertaining to such Holder and furnished to the Company
by or on behalf of such Holder specifically for inclusion therein and
(ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the person asserting any such losses,
claims, damages or liabilities purchased the Securities concerned, to the extent
that a prospectus relating to such Securities was required to be delivered
(including through satisfaction of the conditions of Commission Rule 172)
by such Holder or Participating Broker-Dealer under the Securities Act in
connection with 

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not conveyed to
such person, at or prior to the time of the sale of such Securities to such
person, an amended or supplemented prospectus or, if permitted by
Section 3(d), an Issuer FWP correcting such untrue statement or omission or
alleged untrue statement or omission if the Company had previously furnished
copies thereof to such Holder or Participating Broker-Dealer; provided further,
however, that this indemnity agreement will be in addition to any liability
which the Company or the Guarantors may otherwise have to such Indemnified
Party.  The Company and the Guarantors shall also, jointly and
severally, indemnify the underwriters in any registered offering of Exchange
Securities (pursuant to a Shelf Registration), their officers and directors and
each person who controls such underwriters within the meaning of the Securities
Act or the Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such
Holders.

     

    (b) Each
Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and the Guarantors and each person, if any, who controls
the Company and the Guarantors within the meaning of the Securities Act or the
Exchange Act from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company, the Guarantors or any such
controlling person may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company and the
Guarantors for any legal or other expenses reasonably incurred by the Company,
the Guarantors or any such controlling person in connection with investigating
or defending any loss, claim, damage, liability or action in respect
thereof.  This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the Company, the Guarantors or
any of its controlling persons.

     

    (c) Promptly
after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have to
an indemnified party otherwise than under subsection  (a) or (b)
above.  In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 5 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof.  In any such action, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the contrary; (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party; (iii) the indemnified party shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the indemnifying party; or (iv) the named parties in any such
action or proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them.  It is understood and agreed that the
indemnifying party shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all indemnified
parties, and that all such fees and expenses 

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    shall be
reimbursed as they are incurred.  Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
persons of such Initial Purchaser shall be designated in writing by the
Representatives, (y) for any Holder, its directors and officers and any control
persons of such Holder shall be designated in writing by Holders of a majority
in aggregate principal amount of Securities covered by the Registration
Statement and (z) for the Company, the Guarantors, their respective directors
and officers and any control persons of the Company and the Guarantors shall be
designated in writing by the Company.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

     

    (d) If the
indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the exchange of the Securities, pursuant to the Registered
Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i)
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable
considerations.  The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d).  Notwithstanding
any other provision of this Section 5(d), the Holders of the Securities shall
not be required to contribute any amount in excess of the amount by which the
net proceeds received by such Holders from the sale of the Securities pursuant
to a Registration Statement exceeds the amount of damages which such Holders
have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  For purposes of this
paragraph (d), each person, if any, who controls such indemnified party within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as such indemnified party and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company.  The Holders’
obligations to contribute pursuant to this Section 5 are several and not
joint.

     

    (e) The
agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.

     

    6. Additional Interest Under Certain
Circumstances.  b)  Additional interest (the
“Additional Interest”) with respect to the Initial Securities shall be assessed
as follows if any of the following events occur (each such event in
clauses (i) through (iii) below a “Registration Default”):

     

    (i) if the
Issuer is required to file an Exchange Offer Registration Statement and
(x) the Exchange Offer Registration Statement is not declared effective on
or prior to the Registration Trigger Date or (y) the Exchange Offer is not
consummated within 45 days after the Exchange Offer Registration Statement
becomes effective;

     

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (ii) if the
Issuer is required to file a Shelf Registration Statement and such Shelf
Registration Statement is not declared effective by the SEC on or prior to the
90th day following the circumstances in Section 2 hereof that give rise to the
need for such Shelf Registration Statement; or

     

    (iii) if after
the Shelf Registration Statement is declared (or becomes automatically)
effective (A) such Registration Statement thereafter ceases to be
effective; or (B) such Registration Statement or the related prospectus ceases
to be usable (except as permitted in paragraph (b) below) in connection
with resales of Securities during the periods specified herein because either
(1) any event occurs as a result of which the related prospectus forming
part of such Registration Statement would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, (2) it shall be necessary to amend such Registration
Statement or supplement the related prospectus, to comply with the Securities
Act or the Exchange Act or the respective rules thereunder, or (3) such
Registration Statement is a Shelf Registration Statement that has expired before
a replacement Shelf Registration Statement has become effective.

     

    Additional
Interest shall accrue on the Initial Securities over and above the interest set
forth in the title of the Securities from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
such Registration Defaults have been cured, at a rate of 0.50% per
annum.

     

    (b) A
Registration Default referred to in Section 6(a)(iii) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that
in any case if such Registration Default occurs for a continuous period in
excess of 30 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured.

     

    (c) Any
amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of
Section 6(a) above will be payable in cash on the regular interest payment dates
with respect to the Initial Securities. The amount of Additional Interest will
be determined by multiplying the applicable Additional Interest rate by the
principal amount of the Initial Securities, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is
360.

     

    (d) “Transfer
Restricted Securities” means each Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of a Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement (iii) the date on which such Initial
Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement or (iv) the date on which
all Initial Securities are Freely Tradable.

     

    7. Rules 144 and
144A.  The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Initial Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Initial Securities without registration under the
Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request.  Upon the request of
any 

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Holder of
Initial Securities, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

     

    8. Underwritten
Registrations.  If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering (“Managing Underwriters”) will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.

     

    No person
may participate in any underwritten registration hereunder unless such person
(i) agrees to sell such person’s Transfer Restricted Securities on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

     

    9. Miscellaneous.

     

    (a) Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or
consents.

     

    (b) Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail, facsimile transmission, or
air courier which guarantees overnight delivery:

     

    (1)           if
to a Holder of the Securities, at the most current address given by such Holder
to the Company.

     

    (2)           if
to the Initial Purchasers;

     

    c/o
Credit Suisse Securities (USA) LLC

    Eleven
Madison Avenue

    New York,
NY 10010-3629

    Fax
No.:  (212) 325-4296

    Attention:  Transactions
Advisory Group

     

    with a
copy to:

     

    Cahill
Gordon & Reindel LLP

    80 Pine
Street

    New York,
NY 10005-1790

    Fax No.:
(212) 269-5420

    Attention:  John
A. Tripodoro, Esq.

     

     

    (3)           if
to the Company, at its address as follows:

     

    Compass
Minerals International, Inc.

    9900 West
109th Street,
Suite 600

    Overland
Park, KS 66210

    Fax No.:
(913) 338-7932

    Attention:  James
Standen

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    with a
copy to:

     

    Latham
& Watkins LLP

    885 Third
Avenue

    New York,
NY 10022-4834

    Fax No.:
(212) 751-4864

    Attention:  Ian
D. Schuman, Esq.

     

     

    All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient’s facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

     

    (c) No Inconsistent
Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.

     

    (d) Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns.

     

    (e) Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    (f) Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (g) Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     

    (h) Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.

     

    (i) Securities Held by the
Company.  Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder,
Securities held by the Company or its affiliates (other than subsequent Holders
of Securities if such subsequent Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

     

    (j) Submission to
Jurisdiction.  The Company and the Guarantors hereby submit to
the non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated
hereby.  The Company and the Guarantors irrevocably and
unconditionally waive any objection to the laying of venue of any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby in Federal and state courts in the Borough of Manhattan in
The City of New York and irrevocably and unconditionally waive and agree not to
plead or claim in any such court that any such suit or proceeding in any such
court has been brought in an inconvenient forum.

     

    


     


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Issuer a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the Initial
Purchaser, the Issuer and the Guarantors in accordance with its
terms.

     

     

    Very
truly yours,

     

    
      
        	 	COMPASS
      MINERALS, INTERNATIONAL, INC.
	
                 
      

              	
                By:  /s/Rodney
      Underdown

              


      

    

    
      	
               
      

            	
              Name:
      Rodney Underdown

            


    

    
      	
               
      

            	
              Title:
      Vice President, Chief Financial Officer, Secretary and
      Treasurer

            


    

     

    
      
        
          	 	CAREY
      SALT COMPANY
	
                   
      

                	
                  By:  /s/Rodney
      Underdown

                


        

      

      
        	
                 
      

              	
                Name:
      Rodney Underdown

              


      

      
        	
                 
      

              	
                Title:
      Vice President

              


      

    

     

    
      
        
          
            	 	COMPASS
      RESOURCES, INC.
	
                     
      

                  	
                    By:  /s/James
      Standen

                  


          

        

        
          	
                   
      

                	
                  Name:
      James Standen

                


        

        
          	
                   
      

                	
                  Title: President

                


        

      

    

     

    
      
        
          	 	GREAT
      SALT LAKE HOLDINGS, LLC
	
                   
      

                	
                  By:  /s/Rodney
      Underdown

                


        

      

      
        	
                 
      

              	
                Name:
      Rodney Underdown

              


      

      
        	
                 
      

              	
                Title:
      Vice President

              


      

    

     

    
      
        
          
            	 	GREAT
      SALT LAKE MINERALS CORPORATION
	
                     
      

                  	
                    By:  /s/Rodney
      Underdown

                  


          

        

        
          	
                   
      

                	
                  Name:
      Rodney Underdown

                


        

        
          	
                   
      

                	
                  Title:
      Vice President

                


        

         

        
          
            
              
                	 	GSL
      CORPORATION
	
                         
      

                      	
                        By:  /s/Rodney
      Underdown

                      


              

            

            
              	
                       
      

                    	
                      Name:
      Rodney Underdown

                    


            

            
              	
                       
      

                    	
                      Title:
      Vice
President

                    


            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 	NAMSCO
      INC.
	
                       
      

                    	
                      By:  /s/Rodney
      Underdown

                    


            

          

          
            	
                     
      

                  	
                    Name:
      Rodney Underdown

                  


          

          
            	
                     
      

                  	
                    Title:
      Vice President

                  


          

        

      

      

        
          
            
              
                	 	NORTH
      AMERICAN SALT COMPANY
	
                         
      

                      	
                        By:  /s/Rodney
      Underdown

                      


              

            

            
              	
                       
      

                    	
                      Name:
      Rodney Underdown

                    


            

            
              	
                       
      

                    	
                      Title:
      Vice President

                    


            

          

        

        

          
            
              
                
                  	 	PRISTIVA
      INC.
	
                           
      

                        	
                          By:  /s/Rodney
      Underdown

                        


                

              

              
                	
                         
      

                      	
                        Name:
      Rodney Underdown

                      


              

              
                	
                         
      

                      	
                        Title:
      Vice President

                      


              

            

          

           

        

      

    

    


     


    
      
         


      

      
         -2-


        
          

        

      

      
         


      

    


     

    The
foregoing Registration

    Rights
Agreement is hereby confirmed

    and
accepted as of the date first

    above
written.

    


    Credit
Suisse Securities (usa) llc

    Goldman
Sachs & Co.

    J.P.
Morgan Securities Inc.,

     

    as Representatives of the Initial
Purchasers

     

    


     

    Credit
Suisse Securities (usa) llc

     

    By: 
/s/ Richard H.
Whitney                          

     

    Name: Richard H. Whitney

    Title: Managing Director

    


    


    Goldman
Sachs & Co.

     

    By:  /s/ Goldman, Sachs &
Co.                                             

     

    Name: Goldman, Sachs &
Co.

    Title:

    


    


    J.P.
Morgan Securities Inc.,

     

    By: 
/s/ Todd
Rothman                                   

     

    Name: Todd Rothman

    Title:  Executive
Director

    


    



    
      
        
        

         


      

      
        -3- 


        
          

        

      

      
         


      

    


    ANNEX
A

     

    Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.  This Prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities.  The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined
herein), it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See “Plan of
Distribution.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
B

     

    Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities.  See “Plan of
Distribution.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
C

     

    PLAN OF
DISTRIBUTION

     

    Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities.  The
Company has agreed that, for a period of 180 days after the Expiration Date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In
addition, until
[                 ],
20[xx],  all dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.(1)

     

    The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers of any
such Exchange Securities.  Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and
any commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act.  The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

     

    For a
period of 180 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities
Act.

     

    

      

    

                       

      
        	
                 
      

              	
                (1)  In
      addition, the legend required by Item 502(e) of Regulation S-K
      will appear on the back cover page of the Exchange Offer
      prospectus.

              


      

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
D

     

    �           CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

     

    Name:  ____________________________________________

    Address:
__________________________________________

    ___________________________________________

     

    If the
undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.

     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I

    


    Credit
Suisse Securities (USA) LLC

    Goldman,
Sachs & Co.

    J.P.
Morgan Securities Inc.

    Calyon
Securities (USA) Inc.

    Scotia
Capital (USA) Inc.