Exhibit 10.7
EXECUTION COPY
AMENDMENT No. 3 (this "AMENDMENT") dated as of May 21,
2003, to the CREDIT AGREEMENT dated as of November 28, 2001, as
amended and restated as of April 10, 2002, as further amended as
of December 19, 2002, and as further amended as of May 5, 2003
(the "CREDIT AGREEMENT"), among SALT HOLDINGS CORPORATION,
COMPASS MINERALS GROUP, INC., SIFTO CANADA INC., SALT UNION
LIMITED, the LENDERS from time to time party thereto, JPMORGAN
CHASE BANK, as Administrative Agent, JPMORGAN CHASE BANK,
TORONTO BRANCH, as Canadian Agent, and X.X. XXXXXX EUROPE
LIMITED (formerly known as CHASE MANHATTAN INTERNATIONAL
LIMITED), as UK Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrowers, and have agreed to extend credit to the Borrowers,
in each case pursuant to the terms and subject to the conditions set forth
therein.
B. Holdings has requested that the Lenders agree to amend certain
provisions of the Credit Agreement pursuant to the terms and subject to the
conditions set forth herein to permit (a) the issuance of the 2003 Notes (as
defined below) and the refinancing of the 2003 Notes with Permitted 2003
Refinancing Indebtedness (as defined below), (b) the issuance of the 2003
Preferred Stock (as defined below) and (c) the payment by Holdings and/or
Super Holdings (as defined below) of the 2003 Dividend (as defined below)
with the proceeds of the Initial 2003 Notes (as defined below) and/or the
2003 Preferred Stock.
C. The undersigned Lenders are willing so to amend the Credit
Agreement pursuant to the terms and subject to the conditions set forth
herein.
D. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Credit Agreement, as amended
hereby.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the conditions
set forth herein, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
Agreement is hereby amended as follows:
(a) by amending the definition of the term "CHANGE OF CONTROL EVENT" (i)
to insert the words ", 2003 Preferred Stock" immediately after the words
"Qualified Preferred Stock" in clause (a)(i), (ii) to insert the following
immediately after the words "Seller Note" in clauses (a)(v) and (b)(iii)
thereof:
, the New Holdings Discount Notes Documents, the Permitted Holdings
Refinancing Indebtedness Documents, the Subordinated Repurchase
Indebtedness Documents, the 2003 Notes Documents or the Permitted 2003
Refinancing Indebtedness Documents (as applicable), the 2003 Preferred
Stock
and (iii)(x) to replace "or" with a "," immediately after the words
"Disqualified Preferred Stock" at the end of clause (a)(v) and (y) to insert
the words "or 2003 Preferred Stock" immediately after the words "Qualified
Preferred Stock" at the end of clause (a)(v).
(b) by amending the definition of the term "CONSOLIDATED INTEREST
EXPENSE" to insert immediately after the words "Permitted Holdings
Refinancing Indebtedness" in clause (d) thereof:
, PLUS (e) the aggregate amount of all cash Dividends paid by the US
Borrower to Holdings for such period pursuant to Section 7.06(n) to the
extent such Dividends were used, either directly or indirectly, to make
cash interest payments on (or pay cash liquidated damages in respect of)
any outstanding 2003 Notes or Permitted 2003 Refinancing Indebtedness,
PLUS (f) the product of (i) the amount of all cash Dividend requirements
(whether or not declared or paid) on the 2003 Preferred Stock paid,
accrued or scheduled to be paid or accrued during such period multiplied
by (ii) a fraction, the numerator of which is one and the denominator of
which is one MINUS the then-current effective consolidated Federal, state,
local and foreign income tax rate (expressed as a decimal number between
one and zero) of Holdings as would be required to be reflected in the
audited consolidated financial statements of Holdings for its most
recently completed fiscal year (whether or not such financial statements
are actually prepared), which amounts described in the preceding clause
(f) shall be treated as interest expense of the US Borrower and its
Subsidiaries for purposes of this definition regardless of the treatment
of such amounts under GAAP;
(c) by amending the definition of the term "DOCUMENTS" to insert
the following immediately after clause (i) thereof ", (j) Subordinated
Repurchase Indebtedness Documents, (k) the 2003 Notes Documents, (l) the
Permitted 2003 Refinancing Documents, (m) all documents, agreements and
instruments executed in connection with the 2003 Preferred Stock" and
relettering clause (j) thereof as clause (n);
(d) by amending the definition of the term "PERMITTED DIVIDEND
INDEBTEDNESS" to replace "120,000,000" in clause (x) of the proviso of such
term with "$120,000,000 less the amount of Dividends paid by Holdings to
holders of its Initial Preferred Stock in accordance with Section 7.06(q)";
(e) by amending the definition of the term "PERMITTED US BORROWER
DIVIDENDS" to replace "$120,000,000" with "$120,000,000 less the amount of
Dividends paid by Holdings to holders of its Initial Preferred Stock in
accordance with Section 7.06(q)";
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(f) by amending the definition of the term "PREFERRED STOCK" to
replace the word "and" with a "," immediately after the words "Initial
Preferred Stock" at the end of such definition and (y) to insert the words ",
2003 Preferred Stock" immediately after the words "Qualified Preferred Stock"
at the end of such definition; and
(g) by inserting the following definitions in the appropriate
alphabetical order:
"EXCHANGE 2003 NOTES" shall mean unsecured notes of the 2003 Notes
Issuer that are substantially identical securities to the Initial 2003
Notes, which Exchange 2003 Notes shall be issued pursuant to an exchange
offer that is registered under the Securities Act for such Initial 2003
Notes under the 2003 Notes Indenture. In no event will the issuance of
any Exchange 2003 Notes (i) increase the accreted value of the 2003 Notes
outstanding as of such date (if applicable), (ii) increase the aggregate
principal amount at maturity of the 2003 Notes then outstanding, (iii)
otherwise result in an increase in the interest rate applicable to the
2003 Notes or (iv) have terms and conditions that are less favorable to
the Lenders than the terms and conditions of the Initial 2003 Notes except
to the extent such less favorable terms and conditions are reasonably
satisfactory to the Administrative Agent.
"INITIAL 2003 NOTES" shall mean unsecured notes of the 2003 Notes
Issuer issued under the 2003 Notes Documents in an initial aggregate
principal amount of not more than $175,000,000 MINUS the initial aggregate
liquidation preference of the 2003 Preferred Stock, PROVIDED that such
notes (a) are not guaranteed or supported in any way by any Subsidiary of
Holdings or Super Holdings and (b) have terms and conditions (including,
without limitation, the maturity thereof, the interest rate applicable
thereto (PROVIDED that Initial 2003 Notes may bear interest at a rate or
be issued at a price that together result in a yield that is a market
yield at the time of issuance thereof for similar notes for comparable
issuers), pay-in-kind interest obligations prior to December 15, 2007,
amortization, defaults, voting rights, covenants and events of default)
that are no less favorable to the Lenders than the terms and conditions of
the Initial New Holdings Discount Notes except to the extent such less
favorable terms and conditions are reasonably satisfactory to the
Administrative Agent. The proceeds of the Initial 2003 Notes shall be
used to pay the 2003 Dividend.
"PERMITTED 2003 REFINANCING DOCUMENTS" shall mean all notes
evidencing Permitted 2003 Refinancing Indebtedness, any indenture or other
agreement governing the terms of the Permitted 2003 Refinancing
Indebtedness and all other documents executed and delivered with respect
to the foregoing documents, as in effect on the date the Permitted 2003
Refinancing Indebtedness is first incurred and as the same may thereafter
be amended, modified or supplemented from time to time in accordance with
the requirements hereof and thereof.
"PERMITTED 2003 REFINANCING INDEBTEDNESS" shall mean Indebtedness of
a 2003 Notes Issuer issued or given in exchange for, or all the proceeds
of which
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are used to refinance, all the then-outstanding 2003 Notes issued by such
2003 Notes Issuer, so long as (a) such Indebtedness has a weighted average
life to maturity greater than or equal to the weighted average life to
maturity of the 2003 Notes, (b) such refinancing does not increase the
amount of such Indebtedness outstanding immediately prior to such
refinancing, (c) such Indebtedness is not guaranteed or supported in any
way by any Subsidiary of Holdings or Super Holdings and (d) all other
terms of such refinancing (including, without limitation, the maturity
thereof, the interest rate applicable thereto (PROVIDED that such
Indebtedness may bear interest at a rate or be issued at a discount that
together result in a yield that is a market yield at the time of issuance
thereof for similar Indebtedness of comparable issuers), pay-in-kind
interest obligations prior to December 15, 2007, amortization, defaults,
voting rights, covenants and events of default) are no less favorable to
the Lenders than the terms and conditions of the 2003 Notes being
refinanced except to the extent such less favorable terms and conditions
are reasonably satisfactory to the Administrative Agent.
"SUBORDINATED REPURCHASE INDEBTEDNESS DOCUMENTS" shall mean all
notes evidencing Subordinated Repurchase Indebtedness, any indenture or
other agreement governing the terms of the Subordinated Repurchase
Indebtedness and all other documents executed and delivered with respect
to the foregoing documents, as in effect on the date Subordinated
Repurchase Indebtedness is first sold and as the same may thereafter be
amended, modified or supplemented from time to time in accordance with the
requirements hereof and thereof.
"SUPER HOLDINGS" shall mean a corporation to be formed for the
purpose of issuing the 2003 Notes and/or the 2003 Preferred Stock, which
corporation will not engage in any business or own any significant assets
or have any material liabilities other than (i) its ownership of the
equity interests in Holdings and (ii) those liabilities that it is
responsible for under this Agreement, the other Credit Documents, the 2003
Notes or the Permitted 2003 Refinancing Indebtedness (as applicable)
and/or the 2003 Preferred Stock (as applicable); PROVIDED that Super
Holdings may engage in activities analogous to the activities Holdings may
engage in pursuant to the Credit Documents.
"2003 DIVIDEND" shall mean the payment by Holdings or Super Holdings
of Dividends in cash in respect of such Person's common stock in an
aggregate amount of not more than $175,000,000 with the gross proceeds of
the offering of the Initial 2003 Notes and the 2003 Preferred Stock.
"2003 NOTES" shall mean all outstanding Initial 2003 Notes not
surrendered pursuant to an exchange offer and all outstanding Exchange
2003 Notes.
"2003 NOTES DOCUMENTS" shall mean the 2003 Notes, the 2003 Notes
Indenture and all other documents executed and delivered with respect to
the 2003 Notes or 2003 Notes Indenture, as in effect on the date Initial
2003 Notes are first
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issued and as the same may thereafter be amended, modified or supplemented
from time to time in accordance with the requirements hereof and thereof.
"2003 NOTES INDENTURE" shall mean the indenture, to be dated as of
the date the Initial 2003 Notes are first issued, between the 2003 Notes
Issuer and a trustee to be determined, as in effect on such date and as
thereafter amended, modified or supplemented from time to time in
accordance with the requirements hereof and thereof.
"2003 NOTES ISSUER" shall mean Holdings or Super Holdings.
"2003 PREFERRED STOCK" shall mean Preferred Stock of Holdings or
Super Holdings (which may include Preferred Stock with the same terms and
conditions issued as dividends thereon in accordance with the terms
thereof) with an initial aggregate liquidation preference of not more than
$175,000,000 MINUS, without duplication, the initial aggregate principal
amount of the 2003 Notes and Permitted 2003 Refinancing Indebtedness,
PROVIDED that such Preferred Stock (a) is not guaranteed or supported in
any way by any Subsidiary of Holdings or Super Holdings and (b) has terms
and conditions (including, without limitation, the maturity thereof, the
dividend rate applicable thereto (PROVIDED that 2003 Preferred Stock may
pay dividends at a rate or be issued at a price that together result in a
yield that is a market yield at the time of issuance thereof for similar
preferred stock for comparable issuers), pay-in-kind dividend obligations
prior to December 15, 2007, amortization, defaults, voting rights,
covenants and events of default) that are no less favorable to the
Lenders than the terms and conditions of the Initial New Holdings Discount
Notes except to the extent such less favorable terms and conditions are
reasonably satisfactory to the Administrative Agent. The proceeds of the
2003 Preferred Stock shall be used to pay the 2003 Dividend.
SECTION 2. AMENDMENT TO SECTION 2.12. (a) Section 2.12(d) of the
Credit Agreement is hereby amended by (i) inserting the following text at the
end of the parenthetical beginning on line 3 thereof after the words "and
Indebtedness constituting Permitted Dividend Indebtedness" and prior to
the ")":
and the 2003 Notes and Permitted 2003 Refinancing Indebtedness
and (ii)(x) replacing "and" with "," at the end of clause (i) in the
parenthetical and (y) inserting the words " and (iii) 2003 Preferred Stock"
at the end of clause (ii) and prior to the ")".
(b) Section 2.12(e) of the Credit Agreement is hereby amended by
(i) deleting "(A)" in clause (vi), (ii) replacing the text "and (vi)" with ",
(vi)" and (iii) inserting the following text at the end of the second
parenthetical thereof prior to the ")":
and (vii) the 2003 Preferred Stock
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SECTION 3. AMENDMENT TO SECTION 5.26. Section 5.26 of the Credit
Agreement is hereby amended to insert the following text after the words "and
Permitted Subordinated Indebtedness":
Subordinated Repurchase Indebtedness
SECTION 4. AMENDMENT TO SECTION 6.17. Section 6.17(a) of the
Credit Agreement is hereby amended by (i) inserting the text "(other than the
2003 Notes and Permitted 2003 Refinancing Indebtedness)" after the words "any
incurrence of Indebtedness" and (ii) inserting the text "(other than the 2003
Preferred Stock)" after the words "issuance of its equity".
SECTION 5. AMENDMENT TO SECTION 6.19. Section 6.19 of the Credit
Agreement is hereby amended and restated as follows:
SECTION 6.19. SELLER NOTE, DISCOUNT NOTES, NEW HOLDINGS DISCOUNT
NOTES, 2003 NOTES AND 2003 PREFERRED STOCK . (a) Holdings will pay (i) all
interest on the Seller Note and any Discount Notes, (ii) during the period
commencing on the date of the initial issuance by Holdings of Initial New
Holdings Discount Notes and ending on December 15, 2007, all interest on (and
any liquidated damages in respect of) the New Holdings Discount Notes, and
(iii) during the period specified in the Permitted Holdings Refinancing
Documents, which period shall in no event end prior to December 15, 2007, all
interest on (and any liquidated damages in respect of) the Permitted Holdings
Refinancing Indebtedness and (b) the 2003 Notes Issuer will pay (i) during
the period commencing on the date of the initial issuance by the 2003 Notes
Issuer of the Initial 2003 Notes or the 2003 Preferred Stock, as applicable,
and ending on December 15, 2007, all interest on (and any liquidated damages
in respect of) the 2003 Notes or the 2003 Preferred Stock, as applicable, and
(ii) during the period specified in the Permitted 2003 Refinancing Documents,
which period shall in no event end prior to December 15, 2007, all interest
on (and any liquidated damages in respect of) the Permitted 2003 Refinancing
Indebtedness; in the case of each of clauses (a) and (b) solely through
accretion of additional principal or the issuance of additional Seller Notes,
Discount Notes, New Holdings Discount Notes, 2003 Notes, 2003 Preferred
Stock, notes evidencing Permitted Holdings Refinancing Indebtedness or notes
evidencing Permitted 2003 Refinancing Indebtedness, as applicable, rather
than in cash.
SECTION 6. AMENDMENT TO ARTICLE VI. Article VI is hereby amended
by inserting the following as a new Section 6.20:
SECTION 6.20. SUPER HOLDINGS. Concurrent with the formation of
Super Holdings (to the extent Super Holdings is formed), (a) Super Holdings,
Holdings, the Borrowers and, as appropriate, each other Credit Party and the
Administrative Agent shall execute an amendment to this Agreement and, as
appropriate, the other Credit Documents (without the consent of any Lender)
that shall effect such amendments to this Agreement, the Security Documents
and, as appropriate, the other Credit Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, for Super
Holdings to become a party to, and make representations and assume
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obligations and enjoy rights equivalent to Holdings under, each such Credit
Document, (b) the Administrative Agent shall have received a certificate,
dated the date on which Super Holdings is formed and signed by the chief
financial officer of Super Holdings, confirming the satisfaction on the date
thereof of each of the conditions set forth in Section 4.01 (it being
understood that all references to "the time of each such Credit Event" and
"the date of such Credit Event" in such Section 4.01 shall be deemed to refer
to the effective date of the amendment referred to in clause (a) above) and
(c) the Administrative Agent shall have received such documents and
certificates as the Administrative Agent may reasonably request relating to
the organization, existence and good standing of Super Holdings, the
transactions pursuant to which Super Holdings is to become the parent
corporation of Holdings and any other legal matters relating to the
foregoing, as well as customary legal opinions relating thereto, all in form
and substance reasonably satisfactory to the Administrative Agent.
SECTION 7. AMENDMENT TO SECTION 7.01. Section 7.01(c) of the
Credit Agreement is hereby amended by inserting the following text at the end
thereof before the period:
, as necessary to permit the incurrence of the Indebtedness evidenced by
the 2003 Notes and the Permitted 2003 Refinancing Indebtedness and as
necessary to consummate the offering of the 2003 Preferred Stock (to the
extent Holdings is the issuer thereof).
SECTION 8. AMENDMENT TO SECTION 7.04. Section 7.04 of the
Credit Agreement is hereby amended by (a) deleting the word "and" at the end
of clause (r) thereof, (b) replacing the period at the end of clause (s)
thereof with "and" and (c) inserting at the end of such Section:
(t) unsecured Indebtedness of the 2003 Notes Issuer under the 2003
Notes PLUS, to the extent applicable, the amount of any accretions of
principal on the 2003 Notes after the date of the issue thereof in
accordance with the terms of such 2003 Notes LESS the amount of any
repayments of principal thereof after the date of issuance thereof;
PROVIDED that
(A) upon the sale or incurrence of any such Indebtedness (and after
giving effect thereto), no Default or Event of Default shall have occurred
and be continuing;
(B) prior to the sale or incurrence of any such Indebtedness, the
Administrative Agent shall have received a certificate, dated the date of
such sale or incurrence and signed by the chief financial officer of the
US Borrower, to the effect set forth in clause (A) above, together with
all relevant calculations related thereto;
(C) in the case of the sale of the Initial 2003 Notes by Super Holdings
(if applicable), the provisions of Section 6.20 shall have been satisfied;
and
(D) in the case of the sale of the Initial 2003 Notes, the 2003 Notes
Issuer shall, within five Business Days of the date on which the 2003
Notes Issuer receives the proceeds from the sale of such Indebtedness,
pay the 2003 Dividend; and
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(u) Permitted 2003 Refinancing Indebtedness, so long as no Default or
Event of Default is in existence at the time of any incurrence thereof and
immediately after giving effect thereto.
SECTION 9. AMENDMENT TO SECTION 7.06. Section 7.06 of the Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of
clause (l) thereof, (ii) replacing the period at the end of clause (m)
thereof with a ";" and (iii) inserting at the end of such Section:
(n) Holdings or Super Holdings (as applicable) may pay the 2003
Dividend with the gross proceeds of the Initial 2003 Notes and the 2003
Preferred Stock; PROVIDED, that immediately prior to the payment of such
Dividend and after giving effect thereto, there exists no Default or Event
of Default;
(o) (i) Holdings or Super Holdings, as appropriate, may pay regularly
accruing Dividends with respect to the 2003 Preferred Stock through the
issuance of additional shares of 2003 Preferred Stock (but not in cash),
in accordance with the terms of the documents governing the 2003 Preferred
Stock and (ii) after December 15, 2007, (x) the US Borrower (and to the
extent Super Holdings is the issuer of the 2003 Notes, Permitted 2003
Refinancing Indebtedness or the 2003 Preferred Stock, Holdings) shall be
permitted (not more than two Business Days prior to the date on which the
2003 Notes Issuer shall be obligated to make each such cash interest
payment, cash dividend payment or payment of cash liquidated damages, as
applicable) to pay cash Dividends to Holdings (or Super Holdings, if
applicable) in an amount not in excess of each regularly scheduled cash
interest payment or cash dividend payment on (or payment of cash
liquidated damages in respect of) the 2003 Notes or the 2003 Preferred
Stock, respectively, pursuant to the terms thereof, as applicable, or each
regularly scheduled cash interest payment on (or payment of cash
liquidated damages in respect of) the Permitted 2003 Refinancing
Indebtedness, as applicable and (y) Holdings (and to the extent Super
Holdings is the issuer of the 2003 Preferred Stock, Super Holdings) shall
be permitted to pay cash Dividends with the proceeds thereof in an amount
not in excess of each regularly scheduled cash dividend payment on (or
payment of cash liquidated damages in respect of) the 2003 Preferred Stock
pursuant to the terms thereof; PROVIDED that (A) on a pro forma basis
(including, to the extent any Permitted Acquisition or Subsidiary
Redesignation has occurred during the applicable Test Period, giving
effect to such Permitted Acquisition and/or Subsidiary Redesignation on a
Pro Forma Basis) and after giving effect to such payment of cash Dividends
to Holdings (and Super Holdings, as applicable), the Adjusted Senior
Leverage Ratio is less than or equal to 1.75:1.0; and (B) at the time of
such payment of cash Dividends and also after giving effect thereto, there
exists no Default or Event of Default;
(p) the US Borrower (and to the extent Super Holdings is the issuer
of the 2003 Notes, Permitted 2003 Refinancing Indebtedness or the 2003
Preferred Stock, Holdings) shall be permitted to pay cash Dividends to
Holdings (and Super Holdings, as applicable) in an amount not to exceed
$4,500,000 in connection
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with the issuance of the 2003 Notes and incurrence of the Permitted 2003
Refinancing Indebtedness and the issuance of the 2003 Preferred Stock
solely for the purpose of permitting Holdings (and Super Holdings, as
applicable) to pay transaction costs incurred by Holdings (or Super
Holdings, as applicable) in connection with the issuance of the 2003
Notes, the incurrence of the Permitted 2003 Indebtedness and the
issuance of the 2003 Preferred Stock; and
(q) the US Borrower shall be permitted to pay cash Dividends to
Holdings in an amount not to exceed $3,500,000 to allow Holdings to pay
cash Dividends with the proceeds thereof to holders of its Initial
Preferred Stock, and Holdings shall be permitted to pay such cash
Dividends, immediately prior to, and subject to, the payment of the first
to occur of the 2003 Dividend and the Permitted Holdings Dividend.
SECTION 10. AMENDMENT TO SECTION 7.12. (a) Section 7.12(b) of the
Credit Agreement is hereby amended by
(i) replacing the "or" with "," after "Permitted Holdings
Refinancing Indebtedness" before the parenthetical leading up to the
proviso;
(ii) inserting the following text immediately before the proviso
thereto:
any Subordinated Repurchase Indebtedness, any Permitted 2003 Refinancing
Indebtedness, any 2003 Notes (except, in the case of the Initial 2003
Notes, through the issuance of Exchange 2003 Notes consistent with the
requirements of the definition of Exchange 2003 Notes) or any 2003
Preferred Stock.
(iii) replacing the word "and" at the end of clause (iv) of the
proviso thereto with a "," and
(iv) replacing the ";" at the end thereof with the following
text:
and (vi) the 2003 Notes may be refinanced with Permitted 2003
Refinancing Indebtedness;
(b) Section 7.12(d) of the Credit Agreement is hereby amended by
inserting the following text immediately following the words "Permitted
Holdings Refinancing Document":
any Subordinated Repurchase Indebtedness Document, any 2003 Notes
Document, any Permitted 2003 Refinancing Document, any 2003 Preferred Stock
(c) amending and restating the proviso at the end of Section 7.12
as follows:
PROVIDED that nothing in this Section 7.12 shall prohibit (x) the
payment of Permitted Holdings Dividends, (y) the payment of the 2003
Dividend or (z) the amendment or modification of any of the agreements or
organizational documents
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referred to in this Section 7.12 necessary to permit such payment to the
extent that such amendment or modification is reasonably satisfactory in
form and substance to the Administrative Agent.
SECTION 11. AMENDMENT TO SECTION 7.13. Section 7.13(d) of the
Credit Agreement is hereby amended by inserting the words "(x) 2003 Preferred
Stock and (y)" immediately following the words "Holdings may issue".
SECTION 12. AMENDMENT TO SECTION 7.14. Section 7.14 of the Credit
Agreement is hereby amended by deleting the word "and" after clause (xv)
thereof and inserting the following ", (xvii) the 2003 Notes Documents and
(xviii) the Permitted 2003 Refinancing Documents" at the end of such Section
before the period.
SECTION 13. AMENDMENT TO SECTION 8.11. Section 8.11 of the Credit
Agreement is hereby amended by (a) inserting the words "or 2003 Preferred
Stock, 2003 Notes or Permitted 2003 Refinancing Indebtedness" immediately
following the words "Permitted Holdings Refinancing Indebtedness" and (b)
inserting the words "or Super Holdings, as applicable," immediately following
the words "against Holdings".
SECTION 14. REPRESENTATIONS AND WARRANTIES. Each of Holdings and
the Borrowers represents and warrants to the Administrative Agent and to the
Lenders that:
(a) This Amendment has been duly authorized, executed and
delivered by each of Holdings and the Borrowers and constitutes a legal,
valid and binding obligation of each of Holdings and the Borrowers,
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity or
at law.
(b) None of the execution, delivery or performance by any of
Holdings or the Borrowers of this Amendment, the compliance by any of
Holdings or the Borrowers with the terms and provisions hereof, the
issuance of the 2003 Notes, the issuance of the 2003 Preferred Stock, the
declaration and payment of the 2003 Dividend (i) will contravene any
material provision of any applicable law, statute, rule or regulation, or
any order, writ, injunction or decree of any Governmental Authority, (ii)
will conflict or be inconsistent with, or result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of Holdings
or any Borrower or any of their respective Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, credit
agreement or any other material agreement or instrument to which Holdings
or any Borrower or any of their respective Subsidiaries is a party or by
which Holdings or any Borrower or any of their respective Subsidiaries or
any of the property or assets of Holdings or any Borrower or any of their
respective Subsidiaries are bound or to which Holdings or any Borrower or
any of their respective Subsidiaries may be subject or (iii) will
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violate any provision of the certificate or articles of incorporation,
by-laws, certificate of partnership, partnership agreement, certificate of
limited liability company, limited liability company agreement or
equivalent organizational document, as the case may be, of Holdings or any
Borrower or any of their respective Subsidiaries.
(c) The representations and warranties of each of Holdings and
each Borrower set forth in the Credit Documents are true and correct on
and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are true and correct as of such earlier
date.
(d) Immediately prior to and after giving effect to this Amendment,
no Default or Event of Default shall have occurred and be continuing.
SECTION 15. AMENDMENT FEE. In consideration of the agreements of
the Lenders contained in this Amendment, the US Borrower agrees to pay to the
Administrative Agent, for the account of each consenting Lender that delivers
an executed counterpart of this Amendment to the Administrative Agent prior
to 5:00 p.m., New York City time, on May 21, 2003, an amendment fee in an
amount equal to 0.10% of such Lender's Revolving Loan Commitments and
outstanding Term Loans as of such date.
SECTION 16. CONDITIONS TO EFFECTIVENESS. This Amendment shall
become effective as of the date first above written when (a) the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of Holdings, each Borrower and the
Required Lenders and (b) all fees (including the amendment fees contemplated
by Section 15 hereof) and expenses required to be paid or reimbursed by the
US Borrower under or in connection with this Amendment or the Credit
Agreement shall have been paid or reimbursed, as applicable
SECTION 17. CREDIT AGREEMENT. Except as specifically set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, any Agent, the Collateral Agent, Holdings or any Borrower under the
Credit Agreement or any other Credit Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Credit
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle
Holdings or any Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Credit
Document in similar or different circumstances. After the date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement as amended
and waived hereby. This Amendment shall be a Credit Document for all
purposes.
11
SECTION 18. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 19. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed signature page to this Amendment by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart
of this Amendment.
SECTION 20. EXPENSES. The US Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent.
SECTION 21. HEADINGS. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the day and
year first written above.
SALT HOLDINGS CORPORATION,
By____________________________
Name:
Title:
COMPASS MINERALS GROUP, INC., as
US Borrower,
By____________________________
Name:
Title:
SIFTO CANADA INC., as Canadian
Borrower,
By____________________________
Name:
Title:
SALT UNION LIMITED, as UK Borrower,
By____________________________
Name:
Title:
JPMORGAN CHASE BANK, individually
and as Administrative Agent
By____________________________
Name:
Title:
00
XXXXXXXX XXXXX XXXX, XXXXXXX
BRANCH, as Canadian Agent,
By____________________________
Name:
Title:
X.X. XXXXXX EUROPE LIMITED, as UK
Agent,
By____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually and as Co-
Documentation Agent,
By____________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK
BRANCH, individually and as Co-
Documentation Agent,
By____________________________
Name:
Title:
14
SIGNATURE PAGE TO AMENDMENT NO. 3,
DATED AS OF MAY 21, 2003, TO THE
COMPASS MINERALS GROUP, INC. CREDIT
AGREEMENT
To Approve the Amendment:
Name of Institution:
___________________________________
by_________________________________
Name:
Title:
15
