Common use of Effectiveness of Amendment Clause in Contracts

Effectiveness of Amendment. This Amendment shall be effective as of the Amendment No. 4 Effective Date, provided that the following conditions are reasonably satisfactory (or are waived by) Agent and its counsel: (a) The Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment. (b) Agent shall have received a certificate of status with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior to the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date). (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Agent shall have received an opinion of Dechert LLP as to such matters as the Agent may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Amendment and the amendments contained herein shall be become effective as on the date (the “First Amendment Effective Date”) when each of the Amendment No. 4 Effective Date, provided that conditions set forth below shall have been fulfilled to the following conditions are reasonably satisfactory (or are waived by) Agent and its counselsatisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party hereto, the Supplement and Joinder, duly executed and delivered on behalf of the Borrower, the other Loan Parties, the Administrative Agent and the Lenders party thereto, as well as allonges to the Revolving Credit Notes or amended and restated Revolving Credit Notes, in each case, as required by the Supplement and Joinder (all of the foregoing, collectively, the “Modification Documents”). (b) Before and after giving effect to this Amendment, no event shall have occurred and be continuing that constitutes an Event of Default, or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both. (c) Before and after giving effect to this Amendment, all representations and warranties of the Borrower contained in the Credit Agreement, and all representations and warranties of each other Loan Party in each Loan Document to which it is a party, shall be true and correct at the First Amendment Effective Date as if made on and as of such First Amendment Effective Date, or, to the extent such representations or warranties are expressly stated to be made as of a particular date, such representations and warranties are true and correct as of such date. (d) The Borrower shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrower and the other Loan Parties to authorize the execution and delivery of this Amendment and the other Modification Documents, (2) certified copies of any amendments to the articles or certificate of incorporation, formation or organization, bylaws, partnership certificate or operating agreement of the Borrower and each other Loan Party since the date of the Credit Agreement or, as applicable, the joinder of a Loan Party to the Loan Documents, (3) a certificate of incumbency for the officers or other authorized agents, members or partners of the Borrower and each other Loan Party executing this Amendment, the other Modification Documents and the other Loan Documents related hereto and (4) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request. (e) The Administrative Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart favorable written opinion of this Amendment signed on behalf of such party or (B) written evidence satisfactory Winston & ▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, and favorable written opinions of local counsel to the Loan Parties, in each case, addressed to the Administrative Agent (which may include facsimile or other electronic transmission and each of a signed counterpart of the Lenders, and covering such matters relating to the Loan Parties, this Amendment) that such party has signed a counterpart of this Amendment. (b) Agent shall have received a certificate of status with respect to each Loan Party (, the other than Mount Logan Capital) dated within twenty (20) days prior to Modification Documents and the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date). (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder documents required hereby and the transactions contemplated by herein and therein as the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Administrative Agent shall have received an opinion of Dechert LLP as to such matters as the Agent may reasonably request. (f) The Administrative Agent (or its counsel) shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, and in which the chief executive office of each such Person is located and in the other jurisdictions reasonably requested by the Administrative Agent, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to it the Administrative Agent that immediately after giving effect the Liens indicated in any such financing statement (or similar document) would be permitted by Section 7.2 of the Credit Agreement or have been or will be contemporaneously released or terminated. (g) No change shall have occurred which has had or could reasonably be expected to have a Material Adverse Effect. (h) All documents delivered pursuant to this Amendment and the other Modification Documents must be of form and substance satisfactory to the incurrence Administrative Agent and its counsel, and all legal matters incident to this Amendment and the other Modification Documents must be satisfactory to the Administrative Agent’s counsel. (i) Payment by the Borrower in immediately available funds of the 2024 Incremental Term Loanfees agreed to in the Fee Letter and the fees and expenses required to be paid by Section 10 of this Amendment. (j) Satisfaction of the conditions precedent to effectiveness of the Supplement and Joinder, the Borrower will be in pro forma compliance accordance with the Financial Covenantsterms and conditions set forth therein.

Effectiveness of Amendment. This Amendment shall be become effective as on the date that each of the Amendment No. 4 Effective Date, provided that the following conditions are reasonably satisfactory (or are waived by) Agent and its counselshall have been satisfied: (a) The Agent (or its counsel) the Administrator shall have received from counterparts hereof executed by the Seller, the Servicer, each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to Purchaser and the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment.Administrator; (b) Agent the Parent shall have received a certificate of status with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior executed and delivered to the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction.Administrator an acknowledgment and consent; (c) Agent the Administrator shall have received executed counterparts of the Fee Letters dated as of the date hereof, and all fees due and payable on the date hereof as set forth therein; (d) the Administrator shall have received executed counterparts of the Deposit Account Control Agreement dated as of the date hereof; (e) the Administrator shall have received copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the other Transaction Documents; (f) the Administrator shall have received executed counterparts to the Joinder Agreement executed by U.S. Xpress, Inc. and Total Transportation of Mississippi LLC (each, a “New Originator”), the Seller, each Purchaser, each Purchaser Agent and the Administrator; (g) the Seller and the Administrator shall have received the following, each in form and substance reasonably satisfactory to the Seller and the Administrator: (i) a copy of the Governing Documents resolutions of the board of directors or managers of each Loan Party (other than Mount Logan Capital)New Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by a Responsible Officer the Secretary or Assistant Secretary of such Loan Party New Originator; (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Dateii) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified good standing certificates for each New Originator issued as of a recent date prior to by the Amendment No. 4 Effective Date by an appropriate official Secretary of State of the state of organization jurisdiction of such Loan Party (other than Mount Logan Capital) (or New Originator’s organization and each jurisdiction where such New Originator conducts a certification that such document has not changed since the Closing Date).substantial amount of business; (diii) Agent a certificate of the Secretary or Assistant Secretary of each New Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Seller and the Administrator (as the Seller’s assignee) may conclusively rely until such time as the Servicer, the Seller and the Administrator (as the Seller’s assignee) shall have received receive from such Person a revised certificate meeting the requirements of this clause (iii)); (iv) the certificate of formation or other organizational document of each New Originator duly certified by the Secretary of State of the jurisdiction of such New Originator’s organization as of a recent date, together with a copy of the resolutions limited liability company agreement of each New Originator, each duly certified by the Secretary or an Assistant Secretary of such New Originator; (v) originals of the proper financing statements (Form UCC-1) that have been duly authorized and name each New Originator as the debtor/seller and the Seller as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such New Originator as may be necessary or, in the Seller’s or the unanimous Administrator’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Seller’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Seller hereunder; (vi) a written consents search report from a Person listing all effective financing statements that name each New Originator as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (v) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Seller hereunder), and tax and judgment lien search reports showing no evidence of such liens filed against each New Originator; (vii) a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to each New Originator; (viii) a copy of the BorrowerSeller Note in favor of each New Originator, certified as of duly executed by the Amendment No. 4 Effective Date by a Responsible Officer of Seller; and (ix) evidence that each New Originator has placed on the Borrower as being true, correctmost recent, and complete copies has taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master data processing reports the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD TO SWIFT RECEIVABLES COMPANY II, authorizing LLC ▇▇▇▇▇▇▇▇ TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JUNE 8, 2011, BETWEEN THE ▇▇▇▇▇▇▇▇▇▇▇ NAMED THEREIN AND SWIFT RECEIVABLES COMPANY II, LLC; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO PNC BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE PURCHASERS UNDER THE RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 8, 2011, AMONG SWIFT RECEIVABLES COMPANY II, LLC, SWIFT TRANSPORTATION SERVICES, LLC, AS ▇▇▇▇▇▇▇▇, THE VARIOUS PURCHASERS AND PURCHASING AGENTS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR AND LC BANK.”; and (Ah) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Agent Administrator shall have received an opinion of Dechert LLP as to such matters other agreements, instruments, documents, certificates, and opinions as the Agent Administrator may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. The amendments set forth in Section 2 hereof shall become effective on the Second Amendment Date upon delivery of, or compliance with, the following: 3.1. This Amendment shall be effective Amendment, duly executed by the Credit Parties, the Administrative Agent, and each of the Lenders (whether the same or different copies) and delivered (including by way of facsimile or other electronic transmission (including by e-mail in .pdf format)) in each case with original signatures to follow promptly thereafter, to the Administrative Agent. 3.2. A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of each of the Credit Parties dated as of the Second Amendment No. 4 Effective Date, provided that Date and certifying as to the following conditions are reasonably satisfactory (or are waived by) Agent and its counselfollowing: (a) The Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment. (b) Agent shall have received a certificate of status with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior to the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Agent shall have received a A true and accurate copy of the Governing Documents resolutions or unanimous written consent of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer the appropriate governing body of such Loan Party (other than Mount Logan Capital)Person authorizing the execution, as being true, correctdelivery, and complete copies thereof, (performance of the Second Amendment and the Credit Agreement as amended thereby or a certification that such document has not changed since the Closing Date) and resolutions or unanimous written consent of such Person delivered to the extent available with respect to Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplements, revoked, rescinded or otherwise modified and are in ​ ​ full force and effect and authorize the execution delivery and performance of the Second Amendment and the Credit Agreement as amended thereby; (b) A true and accurate copy of the articles or certificate of incorporation, certificate of formation, certificate of partnership or partnership, as applicable, other equivalent documents of such Loan Party (other than Mount Logan Capital)Person with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date reasonably acceptable to the Administrative Agent, or a certification that the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Person delivered to the Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplements, revoked, rescinded or otherwise modified and are in full force and effect; and (c) A true and accurate copy of the bylaws, operating agreement or partnership agreement of such Person, or a certification that the bylaws, operating agreement or partnership agreement of such Person delivered to the Administrative Agent and so certified by the Secretary or Assistant Secretary on the First Amendment Date have not been amended, restated, supplemented, revoked, rescinded or otherwise modified and are in full force and effect. 3.3. Certificates of current status or good standing for each Credit Party in the state of its organization, in each case as of a recent date prior date. 3.4. Evidence satisfactory to the Amendment No. 4 Effective Date by Administrative Agent that the Borrower has paid to the Administrative Agent for its own account, an appropriate official amendment fee in an amount of $38,500, which amendment fee will be fully earned when paid and will not reduce any of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date)Obligations. (d) 3.5. The Administrative Agent shall have received a copy for itself and for the account of the resolutions or Lenders all reasonable and documented fees and expenses of counsel to the unanimous written consents Administrative Agent payable pursuant to Section 12.3 of the Borrower, certified as of Credit Agreement to the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated extent requested in advance by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithAdministrative Agent. (e) Agent shall have received an opinion of Dechert LLP as to such matters as the Agent may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Sections 1 and 2 of this Amendment shall be become effective as of the first date (the "Amendment No. 4 Effective Date, provided that ") on which all of the following conditions are reasonably satisfactory (or are waived by) Agent and its counselhave been satisfied: (a) The Agent (or its counsel) shall have received from the following, in sufficient copies for all the Lenders, in form and substance satisfactory to the Agent: (i) at least seven copies of this amendment, each party hereto: either duly executed and delivered by the Borrower and the Lenders, and (ii) a certificate of the president or chief financial officer of the Borrower to the effect that after giving effect to this Amendment, (A) a counterpart all representations and warranties of this the Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment signed on behalf of such party or Effective Date, and (B) written evidence satisfactory no Default or Event of Default has occurred and is continuing, and such statements shall be true and there shall be attached to such certificate any amended Schedules to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that Credit Agreement necessary to make such party has signed a counterpart of this Amendmentstatements true. (b) The New Subordinated Debt shall have been issued by the Borrower in an aggregate original principal amount of not less than $125,000,000 at a fixed interest rate per annum not greater than 11-1/4% and repayable as to principal in a single installment not earlier than the tenth anniversary of the date of issuance, pursuant to the 1997 Indenture. The 1997 Indenture, as executed and delivered by the Borrower, shall provide for subordination of the New Subordinated Debt to the Loans and Notes on terms and conditions satisfactory to the Agent and the majority Lenders and shall otherwise be in form and substance satisfactory to the Agent. The Agent shall have received a certificate evidence satisfactory to it that the amount required to repay the Senior subordinated Debentures Due 2002 of status with respect the Borrower in full, including premium and accrued interest, if any, thereon, to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior pay any costs related to such repayment and to pay any costs related to the issuance of the New Subordinated Debt, which costs are payable on issuance thereof, does not exceed an amount equal to the sum of (i) the gross proceeds of the New Subordinated Debt, (ii) and amount equal to the net proceeds to the Borrower of the IPO and (iii) an amount equal to $6,000,000, and that the borrower has given irrevocable instructions so to apply the net proceeds of the New Subordinated Debt, the Borrower's cash and cash equivalents on hand and any Revolving Credit loans made on the Amendment No. 4 Effective Date, such certificate . No notice to or approval by any private Person or public entity not already obtained and in full force and effect shall be required to be issued by the appropriate officer obtained before such repayment and termination of the jurisdiction 1992 Indenture are effected. The Agent shall have received copies, in sufficient number for each Lender, of organization all agreements, instruments, certificates, legal opinions and other documents delivered in connection with the issuance of the New Subordinated Debt, all of which shall be satisfactory in form and substance to the Agent, and the Agent and the Lenders shall be entitled to rely on each such Loan Party legal opinion (other than Mount Logan Capitalwhether as a direct addressee or by a reliance letter from the author thereof), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) The Agent shall have received a copy of the Governing Documents of each Loan Party (such other than Mount Logan Capital)documents, certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, instruments and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date). (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Agent shall have received an opinion of Dechert LLP as to such matters certificates as the Agent may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be request in pro forma compliance connection with the Financial Covenantstransactions contemplated by this Amendment.

Effectiveness of Amendment. This Amendment shall be effective as of the Amendment No. 4 Effective Date, provided that the following conditions are reasonably satisfactory (or are waived by) Agent and its counsel: (a) The effectiveness of this Amendment is subject to the satisfaction of the following conditions: (i) The Administrative Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to executed by the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this AmendmentBorrower. (bii) The Administrative Agent shall have received counterparts of the Consent and Acknowledgment of Subsidiary Guarantors annexed hereto by each of the Subsidiary Guarantors. (iii) The Administrative Agent shall have received a certificate from the secretary, assistant secretary, managing member or general partner of status with respect to the Borrower and each Loan Party Subsidiary Guarantor attaching (A) a true and complete copy of the resolutions of its board of directors or other than Mount Logan Capital) dated within twenty managing body and of all documents evidencing all necessary corporate action (20) days prior in form and substance satisfactory to the Administrative Agent) taken by it to authorize this Amendment No. 4 Effective Dateand the transactions contemplated hereby, (B) attaching a true and complete copy of its Organic Documents, (C) setting forth the incumbency of its officer or officers or other analogous counterpart who may sign this Amendment, including therein a signature specimen of such officer or officers and (D) attaching a certificate to be issued by of good standing of the appropriate officer Secretary of State of the jurisdiction of organization its formation and of such Loan Party (each other than Mount Logan Capital), jurisdiction in which certificate shall indicate that the Loan Party (other than Mount Logan Capital) it is in good standing in such jurisdictionqualified to do business. (civ) The Administrative Agent shall have received a copy of the Governing Documents of each Loan Party favorable written opinion (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and addressed to the extent available with respect to Administrative Agent and the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to Lenders and dated the Amendment No. 4 3 Effective Date by Date) from an appropriate official attorney satisfactory to the Administrative Agent, on behalf of the state of organization of Obligors, covering such matters relating to this Amendment and the Loan Party (other than Mount Logan Capital) (or a certification that Documents as the Administrative Agent shall reasonably request. The Borrower hereby requests such document has not changed since the Closing Date)counsel to deliver such opinion. (dv) The Administrative Agent shall have received a copy fee, for the benefit of each Lender executing and delivering a counterpart of this Amendment to the resolutions Administrative Agent, equal to 0.375% of such Lender's Commitment. (vi) The Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the unanimous written consents organization, existence and good standing of each Obligor, the Borrower, certified as authorization of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by this Amendment and any other legal matters relating to the Obligors, this Amendment, the Loan Documents or the transactions contemplated hereby, all in form and substance satisfactory to which such Person is or will be a party, the Administrative Agent and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithits counsel. (eb) Agent This Amendment shall become effective as of October 1, 2003 (the "Amendment No. 3 Effective Date") when the conditions set forth in Section 2(a) hereof have received an opinion of Dechert LLP as to such matters as the Agent may reasonably requestbeen satisfied. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Amendment shall be become effective as of the date hereof (the “Amendment No. 4 Effective Date, provided that ”) upon satisfaction of the following conditions are reasonably satisfactory (or are waived by) Agent and its counselprecedent: (a) The Administrative Agent (or its counsel) shall have received received, from each party hereto: either (A) of Holdings, the Company, the Issuing Banks and Lenders that in the aggregate constitute the Required Lenders under the Existing Revolving Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment Amendment, signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed counterpart signature page of this Amendment) that such party has signed a counterpart of this Amendment.); (b) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or a Financial Officer of the Company, confirming (i) that all representations and warranties set forth in this Amendment, the Amended Revolving Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of status such earlier date and (B) with respect to each any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment; (c) The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Party Parties (other than Mount Logan Capitalincluding, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent) dated within twenty (20) days for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, Date (or a certification that such document has not changed since later date as the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan CapitalCompany shall permit in its reasonable discretion), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date).; and (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) The Administrative Agent shall have received an opinion amendment fee for the account of Dechert LLP each Lender party hereto in an amount equal to 0.10% of such Lender’s Commitment as to such matters as of the Agent may reasonably request. Amendment Effective Date (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenantsthis Amendment).

Effectiveness of Amendment. This The effectiveness of this Amendment shall be effective as is subject to the satisfaction of the Amendment No. 4 Effective Date, provided that each of the following conditions are reasonably satisfactory (or are waived by) the date on which such conditions shall have been so satisfied, the “Third Amendment Effective Date”). 5.1 the Agent and its counselshall have received the following: (a) The Agent all fees required to be paid, and all expenses for which invoices have been presented at least one Business Day prior to the Third Amendment Effective Date (or its including the reasonable fees and expenses of legal counsel) shall have received from each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory required to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment.be paid; (b) Agent shall have received a certificate of status with respect to executed counterparts from each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior to the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that Guarantee and Collateral Acknowledgement substantially in the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction.form attached hereto as Exhibit A; (c) executed counterparts of this Amendment from Holdings, the Borrower, each Additional New Tranche B Term Lender and the Required Lenders (provided that the Required Lenders shall be comprised solely of Lenders that are parties to the Credit Agreement immediately prior to the Third Amendment Effective Date); (d) such documents and certificates as the Agent shall have received a copy or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the Governing Documents authorization of this Amendment, the Additional New Tranche B Commitments and the Additional New Tranche B Term Loans and any other legal matters relating to the Loan Parties, the Loan Documents, the Additional New Tranche B Commitments or the Additional New Tranche B Term Loans (including, without limitation, certified resolutions from the board of directors, members or other similar body of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date). (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents Amendment), all in form and substance reasonably satisfactory to be delivered by such Person in connection herewith and therewith.the Agent; (e) Agent the legal opinion, dated the Third Amendment Effective Date, of (i) Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties and (ii) the General Counsel of the Borrower. Each such legal opinion shall have received an opinion of Dechert LLP as cover such customary matters incidental to such matters the Amendment as the Agent may reasonably request.request and shall be addressed to the Agent and the Lenders; (f) Agent shall have received evidence a certificate, dated the Third Amendment Effective Date and signed by the president or a vice president of the Borrower or a Financial Officer, in form and substance reasonably satisfactory to it that the Agent, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Loan Parties on a consolidated basis after giving effect to the Additional New Tranche B Commitments and the Additional New Tranche B Term Loans; and (g) a certificate, dated the Third Amendment Effective Date and signed by the president or a vice president of the Borrower or a Financial Officer, documenting the Borrower’s compliance with the conditions set forth in Sections 5.2, 5.3 and 5.4. 5.2 At the time of and immediately after giving effect to the incurrence this Amendment, no Default or Event of Default shall have occurred and be continuing. 5.3 Each of the 2024 Incremental Term Loanrepresentations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the Third Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date). 5.4 At the time of and immediately after giving effect to this Amendment, the Borrower will shall be in pro forma compliance on a Pro Forma Basis with the Financial CovenantsPerformance Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding).

Effectiveness of Amendment. This Amendment shall be become effective as of the date (the “First Amendment No. 4 Effective Date, provided that ”) on which the following conditions are reasonably satisfactory (precedent have been satisfied or are waived by) Agent and its counselwaived: (a) The Administrative Agent (or its counsel) shall have received from (i) counterparts of this Amendment, executed by a Responsible Officer of each party hereto: either of Holdings and the Borrower, (Aii) a counterpart Lender Addenda, executed and delivered by the Required Lenders, the Continuing Lenders and the Additional Tranche C Lenders and (iii) counterparts of this Amendment signed on behalf of such party or (B) written evidence satisfactory to duly executed and delivered by the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this AmendmentAdministrative Agent. (b) All of the (i) Existing Canadian Tranche Loans, (ii) Existing U.S. Tranche Loans of Existing U.S. Tranche Lenders that are not Continuing Lenders and (iii) Existing U.S. Tranche Loans of any Continuing Lenders that are not being continued as Tranche C Loans on the First Amendment Effective Date pursuant to this Agreement, and any accrued fees, interest or other amounts in respect thereof, shall be repaid in full substantially simultaneously with the funding of or conversion into the Tranche C Loans hereunder. (c) The Administrative Agent shall have received (i) copies of each Organizational Document of each of Holdings and the Borrower, (to the extent applicable) certified as of a recent date by an appropriate government official, (ii) copies of the resolutions of the Board of Directors or similar governing body of each of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the borrowing of the Tranche C Loans, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment and (iii) an incumbency certificate dated as of the First Amendment Effective Date of the officers of each of Holdings and the Borrower executing this Amendment, the Confirmation and Reaffirmation of Security (as defined below) and the Amended and Restated Pledge of Bond Agreement; provided that in lieu of delivering the Organizational Documents described in clause (i) above, Holdings or the Borrower, as applicable, may deliver a certificate of a Responsible Officer thereof certifying that there have been no amendments to those Organizational Documents previously delivered to the Administrative Agent on the Closing Date. (d) The Administrative Agent shall have received a certificate of status with respect to (or the equivalent in the applicable jurisdiction) from the applicable Governmental Authority of each Loan Party (other than Mount Logan Capital) of Holdings’ and the Borrower’s jurisdiction of incorporation, dated within twenty (20) days prior to as of the First Amendment No. 4 Effective Date or as of a recent date before the First Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (ce) The Administrative Agent shall have received executed opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to Holdings and the Borrower, (ii) Goodmans LLP, Ontario counsel to Holdings and the Borrower and (iii) BCF LLP, Quebec counsel to Holdings and the Borrower, each dated as of the First Amendment Effective Date and addressed to each Agent and each Tranche C Lender, and covering such customary matters as may be reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date). (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified dated as of the First Amendment No. 4 Effective Date signed by a Responsible Officer of the Borrower certifying that, as being trueof the First Amendment Effective Date, correct, and complete copies thereof, authorizing (A) the borrowing hereunder after giving effect to this Amendment and the transactions contemplated by the Loan Documents to which such Person hereby, no Default or Event of Default has occurred and is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewithcontinuing. (eg) The Additional Tranche C Lenders shall have received all documentation and other information reasonably requested by the Administrative Agent at least 5 days prior to the First Amendment Effective Date and required under applicable “know your customer” and anti-money laundering rules and regulations. (h) Each of the representations and warranties set forth in Section 13 of this Amendment shall be true and correct. (i) The Borrower and Holdings shall have executed and delivered to the Administrative Agent a Confirmation and Reaffirmation of Security agreement governed by Ontario law, dated as of the First Amendment Effective Date, substantially in the form of Exhibit A attached hereto (the “Confirmation and Reaffirmation of Security”). (j) The Borrower and the Administrative Agent shall have executed and delivered to the Administrative Agent the Amended and Rested Pledge of Bond. (k) The Administrative Agent shall have received an opinion a solvency certificate, dated as of Dechert LLP the First Amendment Effective Date, signed by the chief financial officer of the Borrower and in form and scope substantially the same as to such matters as document delivered under the Agent may reasonably requestCredit Agreement on the Closing Date. (fl) Any fees required to be paid on or before the First Amendment Effective Date (including the Prepayment Fee) shall have been paid. (m) To the extent invoiced at least one Business Day prior to the First Amendment Effective Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect payment or reimbursement of its reasonable and documented out-of-pocket expenses in connection with this Amendment and the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, in each case, to the incurrence extent set forth in Section 10.04(a) of the 2024 Incremental Term Loan, Credit Agreement. (n) The Administrative Agent shall have received a Loan Borrowing Notice with respect to the Borrower will be in pro forma compliance with the Financial CovenantsTranche C Loans.

Effectiveness of Amendment. (a) This Amendment shall be become effective as of the date hereof (except as to any provision of this Amendment No. 4 Effective Datewhich is stated to have an earlier effective date in which case, provided that upon the following conditions are reasonably satisfactory (or are waived byeffectiveness of this Amendment, such provision shall be deemed effective as of the date of its stated effectiveness) Agent and its counselupon receipt by the Agent: (ai) The Agent From the Loan Parties, of an opinion of counsel to the Loan Parties, in form and substance satisfactory to Agent, addressing, inter alia, the (i) existence, capacity, and due authorization of the Loan Parties to enter into this Amendment. (ii) From the Loan Parties, of a certificate signed by the Secretary or Assistant Secretary of each Loan Party (or by a similar official of those Loan Parties which are limited liability companies) certifying as to (i) the articles, bylaws, relevant resolutions (or similar documents of those Loan Parties which are limited liability companies), and due authorization to enter into this Amendment, and (ii) the incumbency of the officer or similar official of such Loan Party, and her or his specimen signature, executing this Amendment on its counselbehalf. (iii) shall have received from From each party hereto: either (A) of the Loan Parties and each of the Lenders, of a counterpart of this Amendment hereof signed on behalf of by such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendmentwritten confirmation (in form satisfactory to Agent) that such party has signed a counterpart of this Amendmenthereof. (b) Agent Upon the effectiveness hereof, the Credit Agreement shall have received a certificate of status be amended hereby in accordance with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior the terms hereof, and this Amendment and the Credit Agreement shall hereafter be one agreement and any reference to the Amendment NoCredit Agreement in any document, instrument, or agreement shall hereafter mean and include the Credit Agreement as amended hereby. 4 Effective DateIn the event of irreconcilable inconsistency between the terms or provisions hereof and the terms or provisions of the Credit Agreement, such certificate to be issued the terms and provisions hereof shall control. Except as specifically amended by the appropriate officer of provisions hereof, the jurisdiction of organization of such Credit Agreement and all other Loan Party (other than Mount Logan Capital)Documents shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Each Lender, which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Agent shall have received a copy of the Governing Documents of each Loan Party (other than Mount Logan Capital)by its execution hereof, certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and hereby consents to this Amendment pursuant to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date prior to the Amendment No. 4 Effective Date by an appropriate official of the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since the Closing Date)Credit Agreement. (d) Agent shall have received a copy of the resolutions or the unanimous written consents of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Agent shall have received an opinion of Dechert LLP as to such matters as the Agent may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Amendment shall be will become effective as of on the first date (the "Amendment No. 4 Effective Date, provided that ") on which each of the following conditions are reasonably satisfactory (or are waived by) Agent and its counselshall be satisfied: (a) The the Administrative Agent (or its counsel) shall have received from (i) each Borrower, (ii) each New Revolving Lender, (iii) existing Lenders (including New Revolving Lenders that are existing Lenders) constituting the Required Lenders and (iv) each Subsidiary of the US Borrower party hereto: to the CGA either (A) a counterpart counterparts of this Amendment signed on behalf of such party parties or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission transmissions of a signed counterpart signature pages) that such parties have signed counterparts of this Amendment) that such party has signed a counterpart of this Amendment.; (b) each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) shall have executed and delivered to the Administrative Agent a reaffirmation agreement ratifying all the Security Documents to which it is a party, each in form and substance reasonably satisfactory to the Administrative Agent; (c) the representations and warranties set forth in Section 5 above shall be true and correct on and as of the Amendment Effective Date and the Administrative Agent shall have received a certificate from each Borrower dated the Amendment Effective Date signed by an Authorized Officer of status such Borrower certifying (i) that the representations and warranties set forth in Section 5 above are true and correct as of the Amendment Effective Date and (ii) that the requirements set forth in this Section 6 have been satisfied as of the Amendment Effective Date; (d) the Administrative Agent shall have received opinions, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment Effective Date, in each case in form and substance reasonably satisfactory to the Administrative Agent, from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Credit Parties, (ii) Fasken ▇▇▇▇▇▇▇▇▇ DuMoulin LLP, special Canada counsel to the Credit Parties, (iii) DLA Piper UK LLP, special English counsel to the Credit Parties, (iv) ▇▇▇▇▇ & ▇▇▇▇▇ Luxembourg, special Luxembourg counsel to the Credit Parties, (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Canada counsel to the Credit Parties, (vi) ▇▇▇▇▇▇▇▇ Chance Luxembourg, special Luxembourg counsel to the Administrative Agent, (vii) Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Canada counsel to the Administrative Agent, (viii) ▇▇▇▇▇ & Overy (UK), special English counsel to the Administrative Agent and (ix) local counsel to the Credit Parties in Illinois, Kansas, Louisiana, Utah and Wisconsin in the United States;1 (i) the Administrative Agent shall have received from each Credit Party (other than the Foreign Credit Parties organized under the Laws of (i) Chile, (ii) Cayman Islands and (iii) England and Wales in the United Kingdom, except for the UK Borrower and Compass Minerals (Europe) Limited) a certificate, dated the Amendment Effective Date, signed by an Authorized Officer of such Credit Party (or, in the case of any Foreign Credit Party, an authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), and attested to by the secretary or any assistant secretary of such Credit Party (or, in the case of any Foreign Credit Party, another authorized signatory thereof as permitted under applicable law and the relevant charter documents of such Foreign Credit Party), in substantially the form of Exhibit C of the Existing Credit Agreement with the appropriate insertions, together with copies of the certificate or articles of incorporation, certificate of formation, operating agreements and by-laws (or equivalent organizational documents) of such Credit Party (the "Organizational Documents") and the resolutions of such Credit Party referred to in such certificate and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent; provided that, in lieu of delivering the Organizational Documents required above, the Borrowers may deliver a certificate of an authorized signatory thereof certifying that the Organizational Documents that were previously delivered to the Administrative Agent in connection with the 2012 Amendment and Restatement Agreement (A) are the true and correct copies of such Organizational Documents, (B) there have been no amendments to such Organizational Documents since such delivery and (C) are in full force and effect on the Amendment Effective Date and (ii) all Company and legal proceedings and all instruments and agreements in connection with the Refinancing Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates, bring-down certificates and any other 1 To be updated, as necessary. records of Company proceedings and governmental approvals, if any, that the Administrative Agent reasonably may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper Company or governmental authorities; (f) the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Amended Credit Agreement shall have been satisfied (with all references in such Sections to the "2012 Restatement Effective Date" being deemed to be references to the "Amendment Effective Date") by the prior execution and delivery of the relevant Security Document or supplement thereof, except to the extent that such execution and delivery is not required to have been effected on or prior to the Amendment Effective Date pursuant to the applicable provisions of Section 6.11 of the Amended Credit Agreement; (g) the Administrative Agent shall have received from the Borrowers, with respect to each Loan Party Mortgaged Property, (i) such duly executed amendment and other than Mount Logan Capital) dated within twenty (20) days prior modification to the Amendment No. 4 Effective DateMortgage thereon as shall have been reasonably requested by the Administrative Agent, (ii) a date-down or similar endorsement to its Mortgage Policy insuring that the Mortgage remains a first priority lien on the Mortgaged Property, subject only to Permitted Liens and (iii) a favorable opinion of local counsel to the Credit Party in the state in which such certificate Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent, confirming that the Mortgage on the Mortgaged Property, as amended, located in such state continues to secure the Obligations; (h) the repayment of all Existing Revolving Loans and the prepayment of all Existing B/As outstanding under the Existing Credit Agreement and the payment of accrued and unpaid interest, fees, breakage costs and other amounts owing to the Existing Revolving Lenders, as contemplated by Section 2(e) hereof; (i) if any Revolving Loans are to be issued by made or any B/As are to be purchased on the appropriate officer of Amendment Effective Date under the jurisdiction of organization of such Loan Party (other than Mount Logan Capital)Amended Credit Agreement, which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction. (c) Administrative Agent shall have received a copy request therefor complying with the requirements of Section 2.03 or 2.07(c) of the Governing Documents Amended Credit Agreement; (j) in accordance with Section 2.09(c) of each Loan Party the Existing Credit Agreement, the Administrative Agent shall have received, not later than 12:00 noon (other than Mount Logan Capital), certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing DateNew York City time) and to the extent available with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital), certified as of a recent date at least two Business Days prior to the Amendment No. 4 Effective Date by an appropriate official Date, written notice from the Borrowers of their intent to terminate in full the state of organization of such Loan Party (other than Mount Logan Capital) (or a certification that such document has not changed since Revolving Credit Commitments under the Closing Existing Credit Agreement and otherwise effect the Refinancing Transactions on the Amendment Effective Date).; (dk) the Administrative Agent shall have received a copy all documentation and other information required by bank regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and requested at least five Business Days prior to the Amendment Effective Date by the Administrative Agent or any New Revolving Lender; (l) the Administrative Agent shall have received payment from the US Borrower, in immediately available funds, for the accounts of the resolutions or the unanimous written consents New Revolving Lenders, of the BorrowerUpfront Fees referred to in Section 7 hereof; and (m) the Administrative Agent and its affiliates shall have received payment or reimbursement from the Borrowers, certified in immediately available funds, of all costs, fees, out‑of‑pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to the Amended Credit Agreement, including, to the extent invoiced, reasonable fees, disbursements and other charges of counsel to the Administrative Agent. The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment of the Existing Credit Agreement and the CGA pursuant to this Amendment and the obligations of the New Revolving Lenders to extend the New Revolving Loan Commitments shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, December 20, 2013 (and, in the event such conditions are not so satisfied or waived, the New Revolving Loan Commitments shall terminate at such time). Notwithstanding the foregoing, if after the use by the Credit Parties of commercially reasonable efforts to cause the conditions relating to the collateral and guarantee matters set forth in clauses (d)(ix) and (e) hereof to be satisfied as of the Amendment No. 4 Effective Date by a Responsible Officer such conditions are not satisfied as of the Borrower Amendment Effective Date, such conditions shall not be conditions precedent to the effectiveness of this Amendment on the Amendment Effective Date, but shall be accomplished as being true, correct, promptly as practical after the Amendment Effective Date and complete copies thereof, authorizing (A) in any event no later than 45 days following the borrowing hereunder and the transactions contemplated by the Loan Documents to which Amendment Effective Date or such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith. (e) Agent shall have received an opinion of Dechert LLP as to such matters later date as the Administrative Agent may reasonably requestagree to in its reasonable discretion. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. All transactions contemplated by this Amendment shall be deemed to have occurred simultaneously upon its effectiveness. This Amendment shall only be effective as upon its execution and delivery by all of the parties hereto and the satisfaction of the condition contained in the next sentence. The effectiveness of this Amendment No. 4 Effective Date, provided that is further subject to receipt by Agent of each of the following conditions are reasonably in form and substance satisfactory (or are waived by) Agent and its counselto Agent: (a) The Agent (or its counsel) shall have received from each party hereto: either (A) a counterpart Payment of this Amendment signed on behalf of such party or (B) written evidence satisfactory an extension fee to the Agent for the account of the Lenders equal to fifteen one-hundredths of one percent (which may include facsimile or other electronic transmission 0.15%) of a signed counterpart of this Amendment) that the Revolving Commitment (as such party has signed a counterpart of this Amendment.term is amended herein); (b) Payment of all fees set forth in the fee letter dated the date hereof between the Agent shall have received a certificate of status with respect to each Loan Party (other than Mount Logan Capital) dated within twenty (20) days prior to and the Amendment No. 4 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction.Borrower; (c) Agent shall have received a copy A Note executed by Borrower, payable to the order of Wells Fargo and in the original principal amount of $105,000,000 (▇▇▇ "New Note") in replacement of the Governing Documents outstanding Note in favor of each Loan Party Wells Fargo in the principal amount of $45,000,000; (other than Mount Logan Capital)d) ▇ ▇▇py of the resolutions of the board of directors of Borrower authorizing the execution and delivery of this Amendment and the New Note and the increase in the Revolving Commitment effected hereby, certified by a Responsible Officer the Secretary or an Assistant Secretary of such Loan Party Borrower; (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since e) A Guaranty in the Closing Date) and form of Exhibit H to the extent available with respect to Credit Agreement (the "New Guaranties") executed by each of the Subsidiaries listed on Schedule A attached hereto (the "New Guarantors"); (f) The articles or certificate of incorporation, formationarticles of organization, certificate of limited partnership or partnership, as applicable, other comparable organizational instrument (if any) of such Loan Party (other than Mount Logan Capital), New Guarantors certified as of a recent date prior to by the Amendment No. 4 Effective Date by an appropriate official Secretary of State of the state State of organization formation of such Loan Party New Guarantors; (g) A Certificate of Good Standing or certificate of similar meaning with respect to each such New Guarantor issued as of a recent date by the Secretary of State of the State of formation of such New Guarantor and certificates of qualification to transact business or other than Mount Logan Capitalcomparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such New Guarantor is required to be so qualified; (h) A certificate of incumbency signed by the Secretary or Assistant Secretary (or a certification that other individual performing similar functions) of such document has not changed since the Closing Date). (d) Agent shall have received a copy New Guarantor with respect to each of the resolutions or the unanimous written consents officers of the Borrower, certified as of the Amendment No. 4 Effective Date by a Responsible Officer of the Borrower as being true, correct, such New Guarantor authorized to execute and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by deliver the Loan Documents to which such Person New Guarantor is or will be a party; (i) Copies certified by the Secretary or Assistant Secretary of such New Guarantor (or other individual performing similar functions) of (i) the by-laws of such New Guarantor, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (Bii) all corporate, partnership, member or other necessary action taken by such New Guarantor to authorize the execution, delivery and performance by such Person of each the Loan Document Documents to which such Person it is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith.party; (ej) Agent shall have received an opinion of Dechert LLP Foley & Lardner, counsel to Borrower, addressed to Agent and L▇▇▇▇▇s, and regarding (i) the authority of (x) the Borrower to execute, deliver and perform this Amendment, the Credit Agreement as amended hereby and the New Note and (y) the New Guarantors to execute, deliver and perform the New Guaranties, and such other matters as Agent or its counsel may request and (ii) certain corporate matters relating to the New Guarantors; and (k) Such other documents and instruments as Agent or its counsel may reasonably request. (f) Agent shall have received evidence reasonably satisfactory to it that immediately after giving effect to the incurrence of the 2024 Incremental Term Loan, the Borrower will be in pro forma compliance with the Financial Covenants.

Effectiveness of Amendment. This Amendment Each of the modifications set forth in the Amended Term Loan Agreement shall be effective as on the date upon which each of the following conditions precedent has been satisfied (the “Amendment No. 4 3 Effective Date, provided that the following conditions are reasonably satisfactory (or are waived by) Agent and its counsel:”): (a) The Agent (or its counsel) This Amendment shall have received from been executed by the Borrower, each party hereto: either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to Subsidiary Guarantor, Lenders constituting all Lenders, and the Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this AmendmentAdministrative Agent. (b) The Administrative Agent shall have received an executed copy of an amendment to that certain Revolving Credit Agreement, dated as of May 1, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “Existing Revolving Credit Agreement”), among the Borrower and CooperVision International Limited, as borrowers, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent, including any related documentation, in form and substance reasonably acceptable to the Administrative Agent; (c) The Administrative Agent shall have received executed copies of the Notes executed by the Borrower in favor of each Third Amendment Extended Term Loan Lender which has requested a Note at least three (3) Business Days prior to the Amendment No. 3 Effective Date; (d) The Administrative Agent shall have received the following items from the Borrower: a. a certificate of status with respect to good standing for each Loan Party from the state of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (other than Mount Logan Capital) dated within twenty (2030) days prior to the Amendment No. 4 3 Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party (other than Mount Logan Capital), which certificate shall indicate that the Loan Party (other than Mount Logan Capital) is in good standing in such jurisdiction.; (c) Agent shall have received b. a copy of the Governing Documents formation document of each Loan Party (other than Mount Logan Capital)Party, certified by a Responsible Officer of such Loan Party (other than Mount Logan Capital), as being true, correct, and complete copies thereof, (or a certification that such document has not changed since the Closing Date) and to the extent available together with respect to the articles or certificate of incorporation, formation, or partnership, as applicable, of such Loan Party (other than Mount Logan Capital)all amendments thereto, certified as of a recent date prior to by the Amendment No. 4 Effective Date by an appropriate official of governmental officer in the state of organization of such Loan Party and dated not more than thirty (other than Mount Logan Capital30) (or a certification that days prior to the Amendment No. 3 Effective Date and certified by an officer of such document has not changed since Loan Party; c. incumbency certificates, executed by officers of each Loan Party, which shall identify by name and title and bear the Closing Date). (d) Agent shall have received a copy signature of the resolutions or Persons authorized to sign this Amendment and the unanimous written consents other Loan Documents executed in connection herewith on behalf of such Loan Party (and to make borrowings hereunder on behalf of the Borrower, certified as in the case of the Amendment No. 4 Effective Date Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; and d. copies, certified by a Responsible Officer Secretary or an Assistant Secretary of each Loan Party of the Borrower as being trueresolutions (and resolutions of other bodies, correctif any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the transactions provided for herein, with respect to the Borrower, and complete copies thereof, authorizing (A) the borrowing hereunder and the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party this Amendment and the execution and delivery of the other documents to be delivered by such Person Loan Documents executed in connection herewith to be executed and therewithdelivered by the Loan Parties. (e) The Administrative Agent shall have received an a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 3 Effective Date) of Dechert LLP as ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Borrower and the other Loan Parties, in form and substance reasonably acceptable to such matters as the Agent may reasonably request.Administrative Agent; (f) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Amendment No. 3 Effective Date all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent or such Lender at least 10 Business Days prior to the Amendment No. 3 Effective Date that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act and, if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party; (g) The Administrative Agent shall have received evidence reasonably satisfactory all reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of its outside counsel, to it the extent invoiced at least one Business Day prior to the Amendment No. 3 Effective Date) in connection with the preparation, negotiation and effectiveness of this Amendment and the other documents being executed or delivered in connection herewith; (h) The representations and warranties of the Loan Parties in Article III of the Amendment Term Loan Agreement shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and (i) At the time of and immediately after giving effect to the incurrence Borrowing on the Amendment No. 3 Effective Date, no Default or Event of the 2024 Incremental Term Loan, the Borrower will Default shall have occurred and be in pro forma compliance with the Financial Covenantscontinuing.