10.01.
Payment of Expenses, etc
157
SECTION 10.02.
Right of Setoff
158
Contents, p. iv
SECTION 10.03.
Notices; Authorized Representative
158
SECTION 10.04.
Benefit of Agreement
159
SECTION 10.05.
No Waiver; Remedies Cumulative
163
SECTION 10.06.
Calculations; Computations
164
SECTION 10.07.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE
166
SECTION 10.08.
Counterparts
167
SECTION 10.09.
[Reserved]
167
SECTION 10.10.
Headings Descriptive
167
SECTION 10.11.
Amendment or Waiver, etc
167
SECTION 10.12.
Survival
169
SECTION 10.13.
Domicile of Loans and Commitments
169
SECTION 10.14.
Confidentiality
169
SECTION 10.15.
Waiver of Jury Trial
170
SECTION 10.16.
Limitation on Additional Amounts, etc
170
SECTION 10.17.
Judgment Currency
170
SECTION 10.18.
Immunity
171
SECTION 10.19.
USA Patriot Act
171
Contents, p. v
SCHEDULE I
List of Lenders and Commitments
SCHEDULE II
Tax Returns and Payments
SCHEDULE III
Retained Existing Indebtedness
SCHEDULE IV
Real Properties
SCHEDULE V
Subsidiaries
SCHEDULE VI
Insurance
SCHEDULE VII
Existing Liens
SCHEDULE 2.05
Existing Letters of Credit
SCHEDULE 5.01
Permitted Encumbrances
SCHEDULE 5.04
Litigation
SCHEDULE 5.13
Capitalization
SCHEDULE 5.15
Intellectual Property, etc.
SCHEDULE 5.16
Compliance with Statutes, etc.
SCHEDULE 5.17
Environmental Matters
SCHEDULE 5.19
Labor Relations
SCHEDULE 5.24
Certain Post-Closing Collateral Obligations
SCHEDULE 7.14
Limitation on Certain Restrictions on Subsidiaries
SCHEDULE 10.03
Addresses
EXHIBIT A-1
Form of Term Note
EXHIBIT A-2A
Form of US Revolving Note
EXHIBIT A-2B
Form of Global Revolving Note
EXHIBIT A-3
Form of Swingline Note
EXHIBIT B-1
Form of Opinion of Latham & Watkins LLP, special counsel to the Credit Parties
EXHIBIT B-2
Form of Opinion of Fasken Martineau DuMoulin LLP, special Canadian counsel
EXHIBIT B-3
Form of Opinion of English counsel
EXHIBIT B-4
Form of Opinion of Allen & Overy Luxembourg, special Luxembourg counsel
EXHIBIT B-5
Form of Opinion of McInnes Cooper, special Canadian counsel
EXHIBIT B-6
Form of Opinion of Kremer Associes & Clifford Chance Luxembourg, special
Luxembourg counsel
EXHIBIT C
Form of Officer's Certificate
EXHIBIT D
Form of US Collateral and Guaranty Agreement
EXHIBIT E
Form of US Collateral Assignment
EXHIBIT F
Form of Foreign Guaranty
EXHIBIT G
Form of Consent Letter
EXHIBIT H
Form of Assignment and Assumption Agreement
EXHIBIT I
Form of Intercompany Note
EXHIBIT J
Mandatory Costs Rate
EXHIBIT K
Form of Maturity Date Extension Request
Contents, p. vi
CREDIT AGREEMENT dated as of November 28, 2001, as amended and restated as of
April 10, 2002, as further amended and restated as of December 22, 2005, as
further amended and restated as of September 30, 2010 among COMPASS MINERALS
INTERNATIONAL, INC., SIFTO CANADA CORP., SALT UNION LIMITED, the LENDERS from
time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the respective Borrowers the respective
credit facilities provided for herein;
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Existing Credit Agreement is hereby amended and restated, effective as of the