EXHIBIT 10.1
FIRST SUPPLEMENTAL INDENTURE
dated as of December 20, 2005
to
INDENTURE
dated as of November 28, 2001
among
COMPASS MINERALS GROUP, INC.,
as Issuer,
the Guarantors named herein,
and
The Bank of New York Trust Company, N.A.,
as Trustee
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THIS FIRST SUPPLEMENTAL INDENTURE to the Indenture (as defined below)
(the "First Supplemental Indenture"), dated as of December 20, 2005, is made
among COMPASS MINERALS GROUP, INC., a Delaware corporation (the "Company"),
CAREY SALT COMPANY, a Delaware corporation, GREAT SALT LAKE MINERALS
CORPORATION, a Delaware corporation, GSL CORPORATION, a Delaware corporation,
NAMSCO INC., a Delaware corporation, and NORTH AMERICAN SALT COMPANY, a Delaware
corporation, as guarantors (collectively, the "Guarantors"), and THE BANK OF NEW
YORK TRUST COMPANY, as successor Trustee (the "Trustee"), and amends the
Indenture, dated as of November 28, 2001, among the Company, the Guarantors and
The Bank of New York, Trustee (as amended from time to time, the "Indenture").
RECITALS:
A. Pursuant to the Indenture, the Company has issued its 10% Senior
Subordinated Notes due 2011 (the "Notes").
B. The Company, the Guarantors and the Trustee desire by this First
Supplemental Indenture to amend certain provisions of the Indenture.
C. Consent to the amendments set forth in Article I herein have been
received from the Holders of more than a majority in principal amount of the
outstanding Notes.
D. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
E. The recitals set forth above shall be deemed to be statements by the
Company and the Guarantors, and not statements by the Trustee.
NOW, THEREFORE, it is hereby agreed as follows:
ARTICLE I
AMENDMENTS
SECTION 1.01. Certain Defined Terms. The following provisions set forth
in Section 1.1 (Definitions) of the Indenture are hereby amended as follows:
(a) The definition of each of "Acquired Indebtedness", "Affiliate
Transaction", "Asset Acquisition", "Capitalized Lease Obligation", "Commodity
Agreement", "Consolidated EBITDA", "Consolidated Fixed Charge Coverage Ratio",
"Consolidated Fixed Charges", "Consolidated Interest Expense", "Consolidated Net
Income", "Consolidated Non-cash Charges", "Excluded Contribution", "Net Proceeds
Offer", "Net Proceeds Offer Amount", "Net Proceeds Offer Payment Date", "Net
Proceeds Offer Trigger Date", "New Domestic Restricted Subsidiary", "Permitted
Business", "Permitted Indebtedness", "Permitted Investments", "Permitted Liens",
Purchase Money Indebtedness", "Qualified Receivables Transaction", "Receivables
Subsidiary", "Refinancing Indebtedness", "Replacement Assets", "Restricted
Payment", and "Transaction Date" is deleted in its entirety.
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(b) Subsection (2) of the definition of "Guarantor" is deleted in its
entirety and replaced with the following:
"(2) {Reserved}".
(c) The following language is hereby deleted from the definition of
"Indebtedness":
"For purposes of Section 4.4, in determining the principal amount of
any Indebtedness to be incurred by the Company or any Restricted
Subsidiary or which is outstanding at any date, the principal amount of
any Indebtedness which provides that an amount less than the principal
amount thereof shall be due upon any declaration of acceleration
thereof shall be the accreted value thereof at the date of
determination."
(d) Subsection (6) of the definition of "Guarantor Senior Debt" is
deleted in its entirety and replaced with the following:
"(6) {Reserved}".
(e) The following language is hereby deleted from the definition of
"Investment":
"For purposes of Section 4.3:
(1) "Investment" shall include and be valued at
the fair market value of the net assets of any Restricted
Subsidiary of the Company at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary of the Company
and shall exclude the fair market value of the net assets of any
Unrestricted Subsidiary of the Company at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary of
the Company; and
(2) the amount of any Investment shall be the
original cost of such Investment plus the cost of all additional
Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such
Investments, reduced by the payment of dividends or distributions
in connection with such Investment or any other amounts received in
respect of such Investment; provided that no such payment of
dividends or distributions or receipt of such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in
Consolidated Net Income.
If the Company or any Restricted Subsidiary of the
Company sells or otherwise disposes of any Common Stock of any Person
that prior to such sale or disposition was a direct or indirect
Restricted Subsidiary of the Company and after giving effect to any
such sale or disposition, ceases to be a Restricted Subsidiary of the
Company, the Company shall be deemed to have made an investment on the
date of any such sale or disposition equal to the fair market value of
the Common Stock of such Person not sold or disposed of."
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(f) Subsection (6) of the definition of "Senior Debt" is deleted in its
entirety and replaced with the following:
"(6) {Reserved}".
(g) The definition of "Unrestricted Subsidiary" is deleted in its
entirety and replaced with the following:
""Unrestricted Subsidiary" of any Person means (1) any
Subsidiary of such Person that at the time of determination shall be or
continue to be designated an Unrestricted Subsidiary by the Board of
Directors of such Person in the manner provided below and (2) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may
designate any Subsidiary (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any other Subsidiary of the Company that is not a
Subsidiary of the Subsidiary to be so designated; provided that (x) the
Subsidiary to be so designated at the time of designation has total
consolidated assets of $1,000 or less and (y) each Subsidiary to be so
designated and each of its Subsidiaries has not at the time of
designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse
to any of the assets of the Company or any of its Restricted
Subsidiaries (other than the assets of such Unrestricted Subsidiary).
The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if immediately before and immediately
after giving effect to such designation, no Default or Event of Default
shall have occurred and be continuing. Any such designation by the
Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such
designation complied with the foregoing provisions."
SECTION 1.02. The fourth paragraph of Section 2.2 (Execution and
Authentication) is hereby deleted in its entirety and replaced with the
following:
"The Trustee shall authenticate (i) Initial Notes for
original issue on the Issue Date in the aggregate principal amount not
to exceed $250,000,000, (ii) pursuant to the Exchange Offer, Exchange
Notes from time to time for issue only in exchange for a like principal
amount of Initial Notes and (iii) one or more series of Securities for
original issue after the Issue Date (such Securities to be
substantially in the form of Exhibit A or B, as the case may be) in an
unlimited amount (and if in the form of Exhibit A the same principal
amount of Exchange Notes in exchange therefor upon consummation of a
registered exchange offer), in each case upon written orders of the
Issuer in the form of an Officers' Certificate. In addition, each such
Officers' Certificate shall specify the amount of Securities to be
authenticated, the date on which the Securities are to be
authenticated, whether the Securities are to be Initial Notes, Exchange
Notes or Securities issued under clause (iii) of the preceding sentence
and the aggregate principal amount of Securities outstanding on the
date of authentication, and shall further specify the amount of such
Securities to be issued as a Global Security or
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Physical Securities. Such Securities shall initially be in the form of
one or more Global Securities, which (i) shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of,
the Securities to be issued, (ii) shall be registered in the name of
the Depository for such Global Security or Securities or its nominee
and (iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's instruction. All Securities issued under
this Indenture shall vote and consent together on all matters as one
class and no series of Securities will have the right to vote or
consent as a separate class on any matter.".
SECTION 1.03. The third sentence of Section 2.3 ("Registrar and Paying
Agent") is hereby deleted in its entirety and replaced with the following:
"The Issuer may act as its own Registrar or Paying Agent
except that, for the purposes of Articles Three and Eight and Section
4.17, neither the Issuer nor any Affiliate of the Issuer shall act as
Paying Agent."
SECTION 1.04. The following language in subsection (a) of Section 2.6
("Transfer and Exchange") is hereby deleted:
"4.18".
SECTION 1.05. Subsection (b) of Section 4.8 (Compliance Certificate;
Notice of Default) is hereby deleted in its entirety and replaced with the
following:
"(b) {Reserved}".
SECTION 1.06. The heading and text of each of Section 4.3 (Limitation
On Restricted Payments), Section 4.4 (Limitation on Incurrence of Additional
Indebtedness), Section 4.6 (Payment of Taxes and Other Claims), Section 4.7
(Maintenance of Properties and Insurance), Section 4.9 (Compliance With Laws),
Section 4.10 (Reports To Holders), Section 4.11 (Waiver of Stay, Extension or
Usury Laws), Section 4.12 (Limitation on Transactions with Affiliates), Section
4.13 (Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries), Section 4.14 (Limitation on the Issuance and Sale of Capital
Stock of Restricted Subsidiaries), Section 4.15 (Limitation on Issuances of
Guarantees by Restricted Subsidiaries), Section 4.16 (Limitation on Liens),
Section 4.18 (Limitation on Asset Sales), Section 4.19 (Prohibition on
Incurrence of Senior Subordinated Debt), Section 4.20 (Future Guarantors),
clauses (ii)-(iv) of Section 5.1(a) (Merger, Consolidation and Sale of Assets),
and clauses (iii)-(v) of Section 6.1 (Events of Default) of the Indenture are
deleted in their entirety and replaced with the following:
"{Reserved}".
SECTION 1.07. Any Notes issued under any provision of the Indenture
subsequent to the date of this First Supplemental Indenture shall bear a
notation, in form acceptable to the Trustee, referring to this First
Supplemental Indenture, and shall vary from the form attached to the Indenture
as Exhibit A as follows:
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(a) Section 4 of the form of Note attached as Exhibit A to the
Indenture shall be deleted in its entirety and replaced with the following:
"Indenture. The Issuer issued the Securities under an
Indenture dated as of November 28, 2001 (as amended pursuant to the
First Supplemental Indenture dated as of December 20, 2005 among the
Company, the Guarantors party thereto and the Trustee, the "Indenture")
among the Company, the Guarantors and the Trustee. This Security is one
of a duly authorized issue of Securities of the Issuer. Capitalized
terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) (the
"TIA"), as in effect on the date of the Indenture until such time as
the Indenture is qualified under the TIA, and thereafter as in effect
on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders of Securities are referred to
the Indenture and the TIA for a statement of them. The Securities are
general obligations of the Issuer unlimited in amount.".
(b) The text of each of Sections 9 and 16 of the form of Note attached
as Exhibit A to the Indenture shall be deleted in its entirety and replaced with
the following:
"{Reserved}".
(c) The "Option of Holder to Elect Purchase" form attached to the form
of Note attached as Exhibit A to the Indenture shall be amended to delete the
following:
"or Section 4.18" and "Section 4.18".
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Effectiveness. This First Supplemental Indenture will
become effective upon the execution and delivery of the First Supplemental
Indenture by the parties hereto provided that the amendments to the Indenture
set forth in Article I above shall not become operative unless and until Notes
are accepted for payment by the Company pursuant to its Offer to Purchase and
Consent Solicitation Statement dated November 21, 2005.
SECTION 2.02. Confirmation. This First Supplemental Indenture and the
Indenture shall henceforth be read together. Except as expressly set forth
herein, the Indenture shall remain unchanged and is in all respects confirmed
and preserved.
SECTION 2.03. Counterparts. This First Supplemental Indenture may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
SECTION 2.04. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
but without giving effect to
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applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.
SECTION 2.05. Trustee. The Trustee makes no representations as to the
validity or sufficiency of this First Supplemental Indenture. The recitals and
statements herein are deemed to be those of the Issuer and Guarantors and not of
the Trustee.
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IN WITNESS WHEREOF, the parties hereto caused this First Supplemental
Indenture to be duly executed as of the date first written above.
COMPASS MINERALS GROUP, INC.
By: /s/ Rodney L. Underdown
------------------------------------
Rodney L. Underdown
Vice President and Chief Financial
Officer; Secretary
CAREY SALT COMPANY
GREAT SALT LAKE MINERALS CORPORATION
GSL CORPORATION
NAMSCO INC.
NORTH AMERICAN SALT COMPANY
as Guarantors
By: /s/ Rodney L. Underdown
------------------------------------
Rodney L. Underdown
Authorized Representative
THE BANK OF NEW YORK TRUST COMPANY,
N.A., AS TRUSTEE
By: /s/ Roxane Ellwanger
------------------------------------
Name: Roxane Ellwanger
----------------------------------
Title: Assistant Vice President
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