EXHIBIT 10.7
EXECUTION COPY
US COLLATERAL ASSIGNMENT dated as of
November 28, 2001, among SALT HOLDINGS CORPORATION, a
Delaware corporation ("HOLDINGS"), COMPASS MINERALS
GROUP, INC., a Delaware corporation (the "US
BORROWER"), and JPMORGAN CHASE BANK, a New York
banking corporation ("CHASE"), as collateral agent
(in such capacity, the "COLLATERAL AGENT") for the
Secured Parties (as defined in the US Collateral and
Guaranty Agreement referred to below).
Reference is made to (a) the Credit Agreement dated as of November 28,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the "CREDIT AGREEMENT"), among Holdings, the US Borrower, Sifto Canada Inc. (the
"CANADIAN BORROWER"), Salt Union Limited (the "UK BORROWER" and, together with
the US Borrower and the Canadian Borrower, the "BORROWERS"), the lenders from
time to time party thereto (the "LENDERS"), Chase, as administrative agent for
the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), X.X. Xxxxxx Bank
Canada, as Canadian Agent, and Chase Manhattan International Limited, as UK
Agent, (b) the US Collateral and Guaranty Agreement dated as of November 28,
2001 (as amended, supplemented, waived or otherwise modified from time to time,
the "US COLLATERAL AND GUARANTY AGREEMENT"), among Holdings, the US Borrower,
each Subsidiary of Holdings listed on Schedule I thereto and Chase, as
Collateral Agent, and (c) the Merger Agreement dated as of October 13, 2001 (as
amended, supplemented, waived or otherwise modified from time to time, the
"MERGER AGREEMENT"), among Holdings, the US Borrower, IMC Global, Inc., YBR
Holdings LLC and YBR Acquisition Corp.
All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Credit Agreement or the US Collateral and
Guaranty Agreement.
The Lenders have agreed to make Loans to the Borrowers and to accept
and purchase B/As, and the Letter of Credit Issuer has agreed to issue Letters
of Credit for the account of the US Borrower, pursuant to, and upon the terms
and subject to the conditions specified in, the Credit Agreement. Each of the
Guarantors (as defined in the US Collateral and Guaranty Agreement) has agreed
to guaranty, among other things, all the obligations of the Borrowers under the
Credit Agreement. The obligations of the Lenders to make Loans and accept and
purchase B/As and the Letter of Credit Issuer to issue Letters of Credit are
conditioned
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upon, among other things, the execution and delivery by Holdings and the US
Borrower of an agreement in the form hereof to secure (a) the due and punctual
payment by each Borrower of (i) all amounts due in respect of B/As and the
principal of, premium (if any) and interest (including interest accruing during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans and B/As, when and as due, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise, (ii) each payment required to
be made by any Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of any Borrower to any of the Secured
Parties under the Credit Agreement and each of the other Credit Documents,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), (b)
the due and punctual performance of all other obligations of each Borrower under
or pursuant to the Credit Agreement and each of the other Credit Documents, (c)
the due and punctual payment and performance of all the obligations of each
other Credit Party under or pursuant to this Agreement and each of the other
Credit Documents, (d) the due and punctual payment and performance of all
obligations of each Credit Party under each Interest Rate Protection Agreement
and each Other Hedging Agreement that (i) is in effect on the Effective Date
with a counterparty that is a Lender or an Affiliate of a Lender as of the
Effective Date or (ii) is entered into after the Effective Date with any
counterparty that is a Lender or an Affiliate of a Lender at the time such
Interest Rate Protection Agreement or Other Hedging Agreement, as applicable, is
entered into and (e) the due and punctual payment and performance of all
monetary obligations and other liabilities of each Credit Party to the
Administrative Agent or any of its Affiliates in respect of overdrafts and
related liabilities and obligations arising from or in connection with treasury,
depositary or cash management services or in connection with any automated
clearinghouse transfer of funds (all the monetary and other obligations
described in the preceding clauses (a) through (e) being collectively called the
"OBLIGATIONS"; all the Obligations other than the monetary and other obligations
described in clauses (d) and (e) being collectively called the "CREDIT AGREEMENT
OBLIGATIONS").
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Accordingly, Holdings, the US Borrower and the Collateral Agent, on
behalf of itself and each Secured Party (and each of their respective successors
or assigns), hereby agree as follows:
SECTION 1. COLLATERAL ASSIGNMENT. As collateral security for the
Obligations, each of Holdings and the US Borrower hereby assigns to the
Collateral Agent (for the benefit of the Secured Parties), and hereby grants to
the Collateral Agent (for the benefit of the Secured Parties) a security
interest in, all of Holdings's and the US Borrower's, respectively, right, title
and interest in, to and under the following contracts and instruments, as the
same may be modified, amended or supplemented from time to time:
(a) all indemnification and similar rights of Holdings under
the Merger Agreement, including all such rights of Holdings under Section 8.3 of
the Merger Agreement; and
(b) such other contracts and instruments of Holdings and the
US Borrower as Holdings, the US Borrower and the Collateral Agent shall mutually
designate from time to time in a writing that refers to this Section 1(b). The
contracts and instruments listed in clauses (a) and (b), as amended and in
effect from time to time, are referred to collectively as the "ASSIGNED
CONTRACTS". The foregoing assignment shall include (a) any and all rights to
receive and demand payments under any and all Assigned Contracts, (b) any and
all rights to receive and compel performance under any and all Assigned
Contracts, (c) the right to make all waivers, amendments, determinations and
agreements of or under any and all Assigned Contracts, (d) the right to take
such action, including commencement, conduct and consummation of legal,
administrative or other proceedings, as shall be permitted by the Assigned
Contracts or by law and (e) any and all other rights, interests and claims now
existing or hereafter arising under or in connection with any and all Assigned
Contracts; PROVIDED, that the Collateral Agent and the Secured Parties shall
have no power or authority to exercise any of the aforementioned rights other
than after the occurrence and during the continuation of an Event of Default.
SECTION 2. AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Each of Holdings
and the US Borrower further agrees, represents and warrants to the Collateral
Agent and the Secured Parties that:
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(a) as of the Initial Borrowing Date, the Assigned Contracts
are in full force and effect, there being no default thereunder by Holdings or
the US Borrower. Holdings and the US Borrower will not permit any waiver,
supplement, amendment, change or modification to be made to the Assigned
Contracts, except as permitted in accordance with the Credit Agreement, without
the written consent of the Collateral Agent; and
(b) it has the right, power and authority to grant to the
Collateral Agent a security interest in its right, title and interest in and to
the Assigned Contracts. It has not heretofore hypothecated, assigned, mortgaged,
pledged, encumbered or otherwise transferred its right, title or interest under
the Assigned Contracts in any manner to any person other than the Collateral
Agent, nor will it do so at any time hereafter without the Collateral Agent's
prior written consent in each instance. Any such hypothecation, assignment,
mortgage, pledge or encumbrance without the Collateral Agent's consent shall be
void and of no force or effect.
SECTION 3. NO OBLIGATIONS FOR COLLATERAL AGENT. Each of Holdings and
the US Borrower specifically acknowledges and agrees that the Collateral Agent
does not assume, and shall have no responsibility for, the performance of any
obligations to be performed under or with respect to the Assigned Contracts or
by it and it hereby agrees to indemnify and hold harmless the Collateral Agent
with respect to any and all claims by any person relating to such obligations.
The Collateral Agent, in its discretion and at the US Borrower's expense, may
file or record this Agreement. The Collateral Agent agrees to notify the US
Borrower promptly after any such filing or recording.
SECTION 4. REMEDIES UPON DEFAULT. Upon the commencement and during the
continuance of an Event of Default, the Collateral Agent may, at its option,
without notice to or demand upon Holdings or the US Borrower (both of which are
hereby waived for the purpose of this Section 4), in addition to all other
rights and remedies provided under any of the Credit Documents, in its own name
or the name of Holdings or the US Borrower, demand, xxx upon or otherwise
enforce the Assigned Contracts to the same extent as if the Collateral Agent
were the party named in the Assigned Contracts, and exercise all other rights of
Holdings and the US Borrower under the Assigned Contracts in such manner as it
may determine. Any moneys actually received by the Collateral Agent pursuant to
the exercise of any of the rights and remedies granted in this Collateral
Assignment shall be applied as follows:
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FIRST, to the payment of all costs and expenses incurred by the
Collateral Agent in connection with such collection or sale or
otherwise in connection with this Agreement, any other Credit Document
or any of the Obligations, including all court costs and the fees and
expenses of its agents and legal counsel, the repayment of all advances
made by the Collateral Agent or the Administrative Agent hereunder or
under any other Credit Document on behalf of any Grantor or Pledgor and
any other costs or expenses incurred by any Secured Party in connection
with the exercise of any right or remedy hereunder or under any other
Credit Document;
SECOND, to the payment in full of the Obligations (the amounts so
applied to be distributed among the Secured Parties pro rata in
accordance with the amounts of the Obligations owed to them on the date
of any such distribution); and
THIRD, to Holdings and the US Borrower, their successors or
assigns, or as a court of competent jurisdiction may otherwise direct.
SECTION 5. REIMBURSEMENT OF COLLATERAL AGENT. (a) Each of Holdings and
the US Borrower agrees to pay upon demand to the Collateral Agent the
amount of any and all reasonable expenses, including the reasonable fees,
other charges and disbursements of its counsel and of any experts or
agents, that the Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the
Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure of Holdings or the US
Borrower to perform or observe any of the provisions hereof.
(b) Without limitation of its indemnification obligations under the
other Credit Documents and without duplication of any amounts paid pursuant
to clause (a) of this Section 5, each of Holdings and the US Borrower
agrees to indemnify the Collateral Agent, each other Agent, each Letter of
Credit Issuer and each Lender and their respective officers, directors,
employees, representatives, trustees, affiliates and agents (each, an
"INDEMNITEE") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a
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result of, the execution, delivery or performance of this Agreement, or any
claim, litigation, investigation or proceeding relating hereto or to any of
the foregoing, whether or not any Indemnitee is a party thereto; PROVIDED,
that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.
(c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The
provisions of this Section 5 shall remain operative and in full force and
effect regardless of the termination of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the
Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Credit Document or any investigation made by or
on behalf of the Collateral Agent or any other Secured Party. All amounts
due under this Section 5 shall be payable on written demand therefor and
shall bear interest at the rate specified in Section 2.14 of the Credit
Agreement.
SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Upon the
occurrence and during the continuation of an Event of Default, the
Collateral Agent shall have the right, as the true and lawful
attorney-in-fact and agent of Holdings and the US Borrower, with power of
substitution for Holdings and the US Borrower and in Holdings's and the US
Borrower's name, the Collateral Agent's name or otherwise for the use and
benefit of the Collateral Agent (a) to receive, endorse, assign and/or
deliver any and all notes, acceptances, checks, drafts, money orders or
other evidences of payment relating to the Assigned Contracts or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Assigned Contracts; (c)
to sign the name of Holdings and the US Borrower on any invoice or xxxx of
lading relating to any of the Assigned Contracts; (d) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in
any court of competent jurisdiction to collect or otherwise realize on all
or any of the Assigned Contracts or to enforce any rights in respect of any
Assigned Contracts; (e) to settle, compromise, compound, adjust or defend
any actions, suits or proceedings relating to all or any of the Assigned
Contracts; and (f) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Assigned
Contracts, and to do all
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other acts and things necessary to carry out the purposes of this
Collateral Assignment, as fully and completely as though the Collateral
Agent were Holdings and/or the US Borrower, as applicable, named in the
Assigned Contracts; PROVIDED, HOWEVER, that nothing herein contained shall
be construed as requiring or obligating the Collateral Agent or any other
Secured Party to make any commitment or to make any inquiry as to the
nature or sufficiency of any payment received by the Collateral Agent or
any other Secured Party, or to present or file any claim or notice, or to
take any action with respect to the Assigned Contracts or any part thereof
or the moneys due or to become due in respect thereof or any property
covered thereby, and no action taken or omitted to be taken by the
Collateral Agent or any other Secured Party with respect to the Assigned
Contracts or any part thereof shall give rise to any defense, counterclaim
or offset in favor of Holdings or the US Borrower or to any claim or action
against the Collateral Agent or any other Secured Party. It is understood
and agreed that the appointment of the Collateral Agent as the agent and
attorney-in-fact of Holdings and the US Borrower for the purposes set forth
above is coupled with an interest and is irrevocable. The provisions of
this Section 6 shall in no event relieve Holdings or the US Borrower of any
of its obligations hereunder or under the other Credit Documents with
respect to the Assigned Contracts or any part thereof or impose any
obligation on the Collateral Agent or any other Secured Party to proceed in
any particular manner with respect to the Assigned Contracts or any part
thereof, or in any way limit the exercise by the Collateral Agent or any
other Secured Party of any other or further right that it may have on the
date of this Collateral Assignment or hereafter, whether hereunder, under
any other Credit Document, by law or otherwise. Any sale pursuant to the
provisions of this Section 6 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the Uniform
Commercial Code as from time to time in effect in the State of New York or
its equivalent in other jurisdictions.
SECTION 7. WAIVERS; AMENDMENT. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the Collateral Agent, the other Agents,
the Letter of Credit Issuer and the other Secured Parties under the other
Credit Documents are cumulative and are not
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exclusive of any rights or remedies that they would otherwise have. No
waiver of any provisions of this Agreement or any other Credit Document or
consent to any departure by Holdings or the US Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or
demand on Holdings or the US Borrower in any case shall entitle Holdings or
the US Borrower to any other or further notice or demand in similar or
other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent, Holdings and the US Borrower,
subject to any consent required in accordance with Section 10.11 of the
Credit Agreement.
SECTION 8. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent hereunder and all obligations of Holdings and the US Borrower
hereunder shall be absolute and unconditional irrespective of (a) any lack
of validity or enforceability of any Credit Document, any agreement with
respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or
place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any
departure from the Credit Agreement, any other Credit Document or any other
agreement or instrument, (c) any exchange, release or non-perfection of any
Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guaranty, securing or guaranteeing all
or any of the Obligations, or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, Holdings or
the US Borrower in respect of the Obligations or this Agreement (other than
the indefeasible payment in full in cash of the Obligations).
SECTION 9. TERMINATION. This Agreement shall terminate when all the
Credit Agreement Obligations have been indefeasibly paid in full in cash
and the Lenders have no further commitment to lend or accept and purchase
B/As under the Credit Agreement, the LC Exposure has been reduced to zero
and the Letter of Credit Issuer has no further commitment to issue Letters
of Credit under the Credit Agreement. Upon such termination, the Collateral
Agent shall take such action as Holdings or the US Borrower shall
reasonably request at the expense of the US Borrower to reassign and
deliver to Holdings or the US Borrower, as
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applicable, without recourse or warranty, the Assigned Contracts and
related documents, if any, in which the Collateral Agent shall have any
interest under this Collateral Assignment and which shall then be held by
the Collateral Agent or be in its possession and the security interest of
the Collateral Agent in the Assigned Contracts shall terminate. In
connection with any termination or release the Collateral Agent shall
execute and deliver to the US Borrower, at the US Borrower's expense, all
Uniform Commercial Code termination statements and similar documents that
the US Borrower shall reasonably request to evidence such termination or
release. Any execution and delivery of termination statements or documents
pursuant to this Section shall be without recourse to or warranty by the
Collateral Agent.
SECTION 10. NOTICES. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 10.03 of the Credit Agreement.
SECTION 11. FURTHER ASSURANCES. Each of Holdings and the US Borrower
covenants to execute and deliver to the Collateral Agent, promptly after
demand, such additional assurances, writings or other instruments as may
reasonably be required by the Collateral Agent to effectuate the purposes
hereof.
SECTION 12. BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS. Whenever in
this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the successors and assigns of such party, and
all covenants, promises and agreements by or on behalf of Holdings and the
US Borrower that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns. This Agreement
shall become effective as to Holdings and the US Borrower when a
counterpart hereof executed on behalf of Holdings and the US Borrower,
respectively, shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral
Agent, and thereafter shall be binding upon Holdings and the US Borrower
and the Collateral Agent and their respective successors and assigns, and
shall inure to the benefit of Holdings, the US Borrower, the Collateral
Agent and the other Secured Parties and their respective successors and
assigns, except that Holdings and the US Borrower shall have no right to
assign or transfer their rights or obligations hereunder or any interest
herein (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the other Credit Documents.
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SECTION 13. SURVIVAL OF AGREEMENT; SEVERABILITY. (a) All covenants,
agreements, representations and warranties made by Holdings and the US
Borrower herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Secured Parties and shall
survive (except as otherwise provided in the applicable Credit Documents)
the making by the Lenders of the Loans, the acceptance and purchase by the
Lenders of B/As, the issuance of Letters of Credit by the Letter of Credit
Issuer and the execution and delivery to the Lenders of any notes
evidencing the Loans, regardless of any investigation made by the Lenders
or on their behalf and notwithstanding that the Collateral Agent, any other
Agent, the Letter of Credit Issuer or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the
time any credit is extended under the Credit Agreement, and shall continue
in full force and effect (except as otherwise provided in the applicable
Credit Documents) as long as the principal of, premium (if any) or any
accrued interest on any Loan or B/A or any fee or any other amount payable
under the Credit Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not expired or
terminated.
(b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it
being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 15. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute a single contract, and shall become
effective as provided in Section 12. Delivery of an executed counterpart of
a signature page to this Agreement
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by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 16. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each of
Holdings and the US Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of
the Supreme Court of the State of New York sitting in New York County and
of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or any other Credit Document,
or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in
such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or any other Credit Document shall affect
any right that the Collateral Agent or any other Secured Party may
otherwise have to bring any action or proceeding relating to this Agreement
or any other Credit Document against Holdings, the US Borrower or their
respective properties in the courts of any jurisdiction.
(b) Each of Holdings and the US Borrower irrevocably and
unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Credit Document in any court
referred to in paragraph (a) of this Section. Each of Holdings and the US
Borrower hereby irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10. Nothing in this
Agreement or any other Credit Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.
SECTION 17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING
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TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.
SECTION 18. RULES OF INTERPRETATION; HEADINGS. The rules of
interpretation specified in Sections 1.02 and 10.06 of the Credit Agreement
shall be applicable to this Agreement. Section headings used herein are for
convenience of reference only, are not part of this Agreement and are not
to affect the construction of, or to be taken into consideration in
interpreting, this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
SALT HOLDINGS CORPORATION,
by
---------------------------
Name:
Title:
COMPASS MINERALS GROUP, INC.,
by
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Name:
Title:
JPMORGAN CHASE BANK,
as Collateral Agent,
by
---------------------------
Name:
Title:
