Contract

Exhibit 10.1

[EXECUTION COPY]

AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 26, 2019 (this “Agreement”), among COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), COMPASS MINERALS CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), COMPASS MINERALS UK LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the US Borrower and the Canadian Borrower, the “Borrowers”), the other LOAN PARTIES party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement dated as of April 20, 2016 (as amended, supplemented or otherwise modified from time to time prior to the Restatement Effective Date (as defined below), the “Existing Credit Agreement”), among the Borrowers, the Lenders and Issuing Banks party thereto and the Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below), except as otherwise expressly set forth herein.

WHEREAS, the Borrowers have requested, and the undersigned Lenders and Issuing Banks, together with the Administrative Agent, have agreed, upon the terms and subject to the conditions set forth herein and in the Restated Credit Agreement, that (a) the Existing Credit Agreement will be amended and restated as provided herein, (b) in connection therewith, (i) the maturity date of the Revolving Commitments and the Revolving Loans shall be extended to January 15, 2025, (ii) the Term Loans (as defined in the Existing Credit Agreement) shall be refinanced with a new tranche of term loans in an aggregate principal amount equal to $400,000,000 having a maturity date of January 15, 2025 as further described below and (iii) certain other terms of the Existing Credit Agreement will be amended as set forth in the Restated Credit Agreement and (c) the Loan Parties will reaffirm their respective obligations under the Guarantee and Collateral Agreement and the other Security Documents;

WHEREAS, in connection with the foregoing, the US Borrower intends to issue, on or about the Restatement Effective Date, a new series of senior unsecured notes in an aggregate principal amount up to $500,000,000 (the “New Senior Notes”);

WHEREAS, (a) each Revolving Lender (as defined in the Existing Credit Agreement) holding Revolving Commitments immediately prior to the consummation of

the transactions specified in Section 3 hereof (each, an “Existing Revolving Lender”) that executes and delivers a signature page to this Agreement (each, a “Consenting Revolving Lender”) at or prior to 6:00 p.m., New York City time, on November 21, 2019 (the “Delivery Time”), will have agreed to the terms of this Agreement upon the effectiveness of this Agreement on the Restatement Effective Date, and (b) each Existing Revolving Lender that does not execute and deliver a signature page to this Agreement at or prior to the Delivery Time (each, a “Declining Revolving Lender”) will be deemed not to have agreed to this Agreement and will be subject to the mandatory assignment provisions of Section 2.25(b) of the Existing Credit Agreement upon the effectiveness of this Agreement on the Restatement Effective Date (it being understood that the interests, rights and obligations of the Declining Revolving Lenders under the Loan Documents will be assumed by (i) certain Consenting Revolving Lenders and (ii) certain financial institutions that are not Existing Revolving Lenders and that are party hereto (each, a “Replacement Revolving Lender”), in each case in accordance with Sections 2.25(b) and 9.06(b) of the Existing Credit Agreement and Section 3 hereof);

WHEREAS, the Borrowers hereby request that the Restatement Term Lenders (as defined below) (a) provide new term commitments on the Restatement Effective Date in an aggregate amount of $400,000,000 (the “Restatement Term Commitments”) and (b) make new term loans (the “Restatement Term Loans”) to the US Borrower in respect thereof on the Restatement Effective Date, the proceeds of which shall be used, together with the proceeds of the New Senior Notes, (i) first, to pay the Transaction Costs, (ii) second, to prepay in full the principal amount of the Term Loans (as defined in the Existing Credit Agreement) and to prepay a portion of the Revolving Loans, in each case together with all accrued but unpaid interest thereon, outstanding as of the Restatement Effective Date and (iii) third, to the extent of any such proceeds remaining, for working capital and other general corporate purposes of the Borrowers and the Restricted Subsidiaries; and

WHEREAS, each Person party hereto whose name is set forth on Schedule I hereto under the heading “Restatement Term Lender” (each such Person, a “Restatement Term Lender”) has agreed (a) to provide a portion of the Restatement Term Commitments to the US Borrower in the amount set forth opposite its name on such Schedule and (b) to make Restatement Term Loans to the US Borrower in respect thereof on the Restatement Effective Date subject to the terms and conditions set forth herein and in the Restated Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Rules of Interpretation. The rules of interpretation set forth in Section 1.02 of the Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 2. Restatement Effective Date. The “Restatement Effective Date” shall be the date as of which all the conditions set forth or referred to in Section 6 hereof shall have been satisfied.

SECTION 3. Concerning the Revolving Commitments and the Revolving Loans under the Existing Credit Agreement.

(a) Subject to the terms and conditions set forth herein, on the Restatement Effective Date but prior to giving effect to the transactions specified in Section 4 hereof, (i) each Replacement Revolving Lender shall become, and each Consenting Revolving Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (ii) each Replacement Revolving Lender shall have, and each Consenting Revolving Lender shall continue to have, all the rights and obligations of a Revolving Lender and a Lender holding a Revolving Commitment or a Revolving Loan under the Existing Credit Agreement and the other Loan Documents.

(b) In accordance with Sections 2.25(b) and 9.06 of the Existing Credit Agreement, on the Restatement Effective Date but prior to giving effect to the transactions specified in Section 4 hereof, (i) each Declining Revolving Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, together with any participations in Letters of Credit and Swing Line Loans, and (ii) each Consenting Revolving Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Restatement Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Revolving Lender immediately prior to the Restatement Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and participations in Letters of Credit and Swing Line Loans of such Consenting Revolving Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.25(b) of the Existing Credit Agreement) and obligations under the Loan Documents in respect thereof, to JPMorgan, as assignee, and, in the case of its Revolving Loans and participations in Letters of Credit and Swing Line Loans, at a purchase price equal to par (the “Revolving Loan Purchase Price”). Upon (A) payment to a Declining Revolving Lender of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and participations in Letters of Credit and Swing Line Loans so assigned, delegated and transferred pursuant to this paragraph (b) (which shall be paid by JPMorgan) and (y) accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement, in each

case with respect to the Revolving Commitments and Revolving Loans through but excluding the Restatement Effective Date (which shall be paid by the Borrowers), and (B) the satisfaction of the applicable conditions set forth in Sections 2.25(b) and 9.06 of the Existing Credit Agreement (but without the requirement of any further action on the part of such Declining Revolving Lender, the Borrowers or the Administrative Agent), such Declining Revolving Lender shall cease to be a party to the Existing Credit Agreement in its capacity as a Revolving Lender.

(c) Subject to the terms and conditions set forth herein, on the Restatement Effective Date but prior to giving effect to the transactions specified in Section 4 hereof, (i) to the extent any Consenting Revolving Lender will be allocated an aggregate amount of the Revolving Commitments as of the Restatement Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Revolving Lender immediately prior to the Restatement Effective Date (as disclosed to such Consenting Revolving Lender by the Administrative Agent prior to the date hereof), each such Consenting Revolving Lender agrees to assume from JPMorgan the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and participations in Letters of Credit and Swing Line Loans (in the case of the Revolving Loans and participations in Letters of Credit and Swing Line Loans, at a purchase price equal to par)) such that, immediately after such assignment and assumption, such Consenting Revolving Lender holds Revolving Commitments in an amount equal to the amount set forth opposite such Consenting Revolving Lender’s name on Schedule II hereto under the heading “Consenting Revolving Lender” and (ii) each Replacement Revolving Lender, if any, set forth on Schedule II hereto agrees to assume from JPMorgan Revolving Commitments in an aggregate amount equal to the amount set forth opposite such Replacement Revolving Lender’s name on Schedule II hereto under the heading “Replacement Revolving Lender” (together with a proportionate principal amount of the Revolving Loans and participations in Letters of Credit and Swing Line Loans (in the case of the Revolving Loans and participations in Letters of Credit and Swing Line Loans, at a purchase price equal to par)).

(d) Each Replacement Revolving Lender, if any, by delivering its signature page to this Agreement on the Restatement Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 3(c) hereof, shall be deemed to have acknowledged receipt of, and consented to and approved and agrees to be bound by, the Existing Credit Agreement and each other Loan Document and each other document required to be approved by the Administrative Agent or any Lenders, as applicable, on the Restatement Effective Date (including, without limitation, the amendment and restatement of the Existing Credit Agreement contemplated hereby).

(e) Each Replacement Revolving Lender, if any, by delivering its signature page to this Agreement on the Restatement Effective Date and assuming Revolving Commitments and Revolving Loans in accordance with Section 3(c) hereof,

hereby (x) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, (ii) from and after the Restatement Effective Date (until such time as such Replacement Revolving Lender ceases to be a Lender in accordance with the terms of the Restated Credit Agreement), it shall be bound by the provisions of the Restated Credit Agreement and other Loan Documents as a Revolving Lender and a Lender and shall have the obligations of a Revolving Lender and a Lender thereunder, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Revolving Commitments and Revolving Loans and either it, or the Person exercising discretion in making its decision to acquire the Revolving Commitments and Revolving Loans, is experienced in acquiring assets of such type, (iv) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to purchase its allocation of the Revolving Commitments and Revolving Loans, (v) it has delivered to the Administrative Agent any tax documentation required to be delivered by such Replacement Revolving Lender pursuant to the terms of the Existing Credit Agreement, duly completed and executed by such Replacement Revolving Lender, and (vi) it is not a natural Person, an Affiliate of the US Borrower, a Disqualified Institution or a Defaulting Lender, (y) appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Restated Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (z) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(f) The transactions described in this Section 3 will be deemed to satisfy the requirements of Sections 2.25(b) and 9.06 of the Existing Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and participations in Letters of Credit and Swing Line Loans so assigned, delegated and transferred pursuant to this Section 3, and this Agreement will be deemed to be an Assignment and Assumption with respect to such assignments.

SECTION 4. Amendment and Restatement of the Existing Credit Agreement; Restatement Term Commitments.

(a) Effective as of the Restatement Effective Date, immediately after giving effect to the transactions described in Section 3 hereof, the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, the “Restated Credit Agreement”).

(b) Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Restatement Term Lender agrees to make a Restatement Term Loan denominated in Dollars to the US Borrower on the Restatement Effective Date in a principal amount not exceeding its Restatement Term Commitment. Amounts repaid or prepaid in respect of the Restatement Term Loans may not be reborrowed. The proceeds of the Restatement Term Loans shall be used, together with the proceeds of the New Senior Notes, (i) first, on the Restatement Effective Date, to pay the Transaction Costs, (ii) second, to prepay in full the principal amount of the Term Loans (as defined in the Existing Credit Agreement) and a portion of the Revolving Loans, together with all accrued but unpaid interest thereon, outstanding as of the Restatement Effective Date and (iii) third, to the extent of any such proceeds remaining, for working capital and general corporate purposes of the Borrowers and the Restricted Subsidiaries.

(c) On and after the Restatement Effective Date, immediately after giving effect to the prepayment referenced in clause (ii) of the third sentence of paragraph (b) of this Section 4, each reference to the term “Original Term Loans” in the Restated Credit Agreement and in each other Loan Document shall mean the Restatement Term Loans.

(d) The Restatement Term Commitments shall expire at 11:59 p.m., New York City time, on the Restatement Effective Date.

SECTION 5. Representations and Warranties. Each of the Loan Parties party hereto hereby represents and warrants to the Administrative Agent and to each of the Lenders and the Issuing Banks party hereto that:

(a) This Agreement has been duly authorized, executed and delivered by each of the Loan Parties party hereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law.

(b) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects.

(c) At the time of and immediately after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

SECTION 6. Conditions. The consummation of the transactions set forth in Sections 3 and 4 hereof shall be subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received a solvency certificate substantially in the form attached to the Restated Credit Agreement as Exhibit F, dated the Restatement Effective Date and signed by the chief financial officer, chief accounting officer or other officer with equivalent duties (and acceptable to the Administrative Agent), in each case of the US Borrower.

(b) At least five Business Days prior to the Restatement Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, that was requested at least 10 Business Days prior to the Restatement Effective Date.

(c) The Lenders and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least two Business Days prior to the Restatement Effective Date, the fees and expenses referenced in Section 13 hereof (which amounts may be offset against the proceeds of the Restatement Term Loans).

(d) The representations and warranties set forth in Section 5 hereof shall be true and correct.

(e) The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders) of each of (i) Xxxxxx & Xxxxxxx LLP, special counsel to the Loan Parties, and (ii) local counsel in each jurisdiction in which a Loan Party is organized, to the extent such Loan Party is not covered by the opinion referenced in the immediately preceding clause (i), as may be required by the Administrative Agent, which opinions shall cover such matters relating to the Loan Documents and the Transactions as the Administrative Agent may reasonably require.

(f) The Administrative Agent shall have received customary evidence relating to the organization, existence and good standing of each of the Loan Parties, the authorization of the transactions contemplated by this Agreement and customary officer’s and secretary’s certificates and good standing certificates (to the extent applicable) in the jurisdictions of organization of the Loan Parties, substantially in the form of the documentation delivered to the Administrative Agent on the Closing Date pursuant to Section 4.01(i) of the Existing Credit Agreement.

(g) The US Borrower shall have delivered to the Administrative Agent a completed Perfection Certificate, dated as of the Restatement Effective Date, executed by a duly authorized officer of the US Borrower, together with all attachments contemplated thereby. The Administrative Agent shall have received the results of a recent lien, tax lien, judgment and litigation search in each of the jurisdictions or offices (including in the United States Patent and Trademark Office and the United States Copyright Office) in which UCC financing statements, PPSA filings or other filings or recordations should be made to evidence or perfect security interests in all assets of the Domestic Loan Parties (or would have been made at any time during the five years immediately preceding the Restatement Effective Date to evidence or perfect Liens on any assets of the Domestic Loan Parties), and such search shall reveal no Liens or judgments on any of the assets of the Domestic Loan Parties, except for Permitted Liens or Liens and judgments to be terminated on the Restatement Effective Date pursuant to documentation satisfactory to the Administrative Agent.

(h) The requirements of Section 5.12 of the Credit Agreement with respect to each of Xxxxxx Bay Resources, Inc., a Delaware corporation, and Dove Creek Grazing, LLC, a Utah limited liability company, shall have been satisfied substantially concurrently with the effectiveness of the Restated Credit Agreement.

(i) The US Borrower shall have delivered to the Administrative Agent the notice required by Section 2.02 of the Restated Credit Agreement with respect to the Restatement Term Loans to be made on the Restatement Effective Date.

(j) The US Borrower shall have paid to the Administrative Agent, for the account of the Lenders and the Issuing Banks, all unpaid interest and fees in respect of the Revolving Commitments, the Revolving Loans and the Letters of Credit that have accrued through (but not including) the Restatement Effective Date.

SECTION 7. Post-Closing Matters. Within 60 days after the Restatement Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), each applicable Loan Party shall deliver either the items listed in paragraph (a) or the items listed in paragraph (b) as follows:

(a) (i) an opinion or email confirmation from local counsel in each jurisdiction where a Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that:

(A) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the Lien created by such Mortgage as security for the Obligations (as defined in each Mortgage), including the Obligations evidenced by this Agreement and the other documents executed in connection herewith, for the benefit of the Secured Parties; and

(B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(ii) a title search to the applicable Mortgaged Property demonstrating that such Mortgaged Property is free and clear of all Liens other than Permitted Liens; or

(b) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent:

(i) with respect to each Mortgage encumbering a Mortgaged Property, an amendment or amendment and restatement thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(ii) with respect to each Mortgage Amendment, a date down endorsement (each, a “Title Endorsement,” collectively, the “Title Endorsements”) to the existing Title Policy relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties free and clear of all Liens other than Permitted Liens or otherwise consented to by the Administrative Agent of such Mortgaged Property, and such Title Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent;

(iii) with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to the Administrative Agent and the Secured Parties, (y) shall cover the enforceability of the respective Mortgage as amended by such Mortgage Amendment and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent;

(iv) with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification (including without

limitation, a so-called “gap” indemnification) as shall be required by the title company to induce the title company to issue the Title Endorsements; and

(v) evidence acceptable to the Administrative Agent of payment by the US Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the Title Endorsements.

In addition, within 30 days after the Restatement Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the US Borrower shall cause the Quota Pledge Agreement, dated as of June 23, 2016, among Compass Minerals America Inc., a Delaware corporation, Compass Minerals USA Inc., a Delaware corporation, the Administrative Agent, and Compass Minerals do Brasil Ltda., a limited liability company incorporated under the laws of Brazil, as intervening party, to be amended to the extent necessary to reflect the transactions contemplated by this Agreement (as reasonably determined by Brazilian local counsel for the US Borrower and the Administrative Agent).

SECTION 8. Reaffirmation.

(a) Each of the Loan Parties party hereto hereby consents to this Agreement and the transactions contemplated hereby and hereby confirms its guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Guarantee and Collateral Agreement and each other Security Document to which it is party and agrees that, notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby (including the amendment and restatement of the Existing Credit Agreement), such guarantees, pledges, grants of security interests and other agreements of such Loan Parties shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties under the Restated Credit Agreement. Each of the Loan Parties party hereto further agrees to take any action that may be required under any applicable law or that is reasonably requested by the Administrative Agent, and is within the power of such Loan Party, to ensure compliance by the Borrowers with Sections 5.12 and 5.13 of the Restated Credit Agreement and hereby reaffirms its obligations under each similar provision of each of the Guarantee and Collateral Agreement and each other Security Document to which it is a party.

(b) Each of the Loan Parties party hereto hereby confirms and agrees that the Initial Term Loans (as defined in the Existing Credit Agreement) (but only prior to the prepayment thereof as contemplated by Section 4 hereof), the Revolving Loans and the Letters of Credit (in each case, if any) have constituted and continue to constitute, and the Restatement Term Loans shall, upon the funding thereof pursuant to Section 4 hereof,

constitute, Obligations (or any word of like import) under each of the Guarantee and Collateral Agreement and each other Security Document.

SECTION 9. Effectiveness; Counterparts; Amendments. This Agreement shall become effective when copies hereof that, when taken together, bear the signatures of each of the Borrowers, each other Loan Party listed on the signature pages hereto, the Required Lenders (as such term is defined in the Existing Credit Agreement), the Required Class Lenders (as such term is defined in the Existing Credit Agreement) in respect of the Original Revolving Facility (as such term is defined in the Existing Credit Agreement), each Consenting Revolving Lender, each Replacement Revolving Lender, each Restatement Term Lender, the Administrative Agent, each Issuing Bank and each Swing Line Lender shall have been received by the Administrative Agent. This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 10. No Novation.

(a) Until this Agreement becomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of each of the Borrowers under the Existing Credit Agreement shall become obligations of such Borrower under the Restated Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Restated Credit Agreement.

(b) Without limiting the generality of the foregoing, this Agreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding on and after the Restatement Effective Date as modified hereby. Nothing implied herein shall be construed as a release or other discharge of any Borrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities as a “Borrower”, a “Grantor” or a “Guarantor” (or any similar term) under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and 9.05 of the Existing Credit Agreement as in effect immediately prior to the

Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date. For the avoidance of doubt, this Agreement shall be a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

(c) On and after the Restatement Effective Date, any reference in the Loan Documents to the Existing Credit Agreement shall mean the Restated Credit Agreement.

SECTION 11. Applicable Law; Waiver of Jury Trial. %3.THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.

(a) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 9.13 AND 9.16 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 12. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.02 of the Restated Credit Agreement.

SECTION 13. Fees and Expenses.

(a) The Borrowers agree to pay to the Administrative Agent, for the account of each Consenting Revolving Lender, each Replacement Revolving Lender and each Restatement Term Lender, an upfront fee in an aggregate amount, for each such Lender, equal to 0.30% of the sum of (i) the Revolving Commitment of such Lender provided on the Restatement Effective Date (as set forth in Schedule II hereto), and (ii) the Restatement Term Loans of such Lender actually funded on the Restatement Effective Date. The fees payable pursuant to this Section 13(a) will be paid in Dollars in immediately available funds on the Restatement Effective Date.

(b) Notwithstanding anything herein to the contrary, with respect to the transactions contemplated by this Agreement, the Administrative Agent hereby agrees to waive payment of the processing and recordation fee of $3,500 to the extent such fee is required under Section 9.06(b)(iv) of the Restated Credit Agreement.

(c) Each Lender hereby agrees to waive any requirement for prior notice of prepayment under the Existing Credit Agreement. Each Lender that has separately notified the Borrowers that it has agreed to waive payment of the break

funding costs required to be paid under Section 2.21 of the Restated Credit Agreement in connection with the transactions contemplated by Sections 3 and 4 hereof hereby agrees to such waiver.

(d) The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement to the extent required under Section 9.05 of the Restated Credit Agreement.

SECTION 14. Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

COMPASS MINERALS INTERNATIONAL, INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS CANADA CORP.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

NAMSCO INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS AMERICA INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS LOUISIANA INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS USA INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

GREAT SALT LAKE HOLDINGS, LLC


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

GSL CORPORATION


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS XXXXX INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS MANITOBA INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

CMP CANADA INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS NOVA SCOTIA COMPANY


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS RESOURCES CANADA COMPANY


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS CANADA POTASH HOLDINGS INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS MINERALS WYNYARD INC.


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer

COMPASS CANADA LIMITED PARTNERSHIP

By: CMP Canada Inc., its General Partner


By:	/s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx

Title: Chief Financial Officer



COMPASS MINERALS UK LIMITED
By
	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Director

COMPASS MINERALS (EUROPE) LIMITED


By:	/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director

COMPASS MINERALS UK HOLDINGS LIMITED


By:	/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director

DEEPSTORE HOLDINGS LIMITED


By:	/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director

COMPASS MINERALS STORAGE & ARCHIVES LIMITED


By:	/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director

CMI NOVA SCOTIA COMPANY


By:	/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Xxxxxxxxx

XXXX XXXX XXXXXX COMPANY


By:	/s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President

COMPASS MINERALS INTERNATIONAL LIMITED PARTNERSHIP

By: NASC Nova Scotia Company, its General Partner


By:	/s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President

COMPASS MINERALS DO BRASIL LTDA


By:	/s/ Xxxxxxx dos Xxxx Xxxxxxx Name: Xxxxxxx dos Xxxx Xxxxxxx Title: Chief Executive Officer

COMPASS MINERALS AMÉRICA DO SUL INDÚSTRIA E COMÉRCIO S.A.


By:	/s/ Xxxxxxx dos Xxxx Xxxxxxx Name: Xxxxxxx dos Xxxx Xxxxxxx Title: Chief Executive Officer

COMPASS MINERALS DO BRASIL LTDA


By:	/s/ Xxxxxxx Xxxxxx xx Xxxxx Name: Xxxxxxx Xxxxxx xx Xxxxx Title: Finance Officer

COMPASS MINERALS AMÉRICA DO SUL INDÚSTRIA E COMÉRCIO S.A.


By:	/s/ Xxxxxxx Xxxxxx xx Xxxxx Name: Xxxxxxx Xxxxxx xx Xxxxx Title: Finance Officer



JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Lender, an Issuing Bank and a Swing Line Lender
By
	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Vice President



JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Administrative Agent
By
	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Vice President



X.X. XXXXXX EUROPE LIMITED, as Administrative Agent
By
	/s/ Xxxxx Xxxxxxx
	Name: Xxxxx Xxxxxxx
	Title: Vice President



XXX XXXX XX XXXX XXXXXX, as a Lender and an Issuing Bank
By
	/s/ Xxxxx Xxxxxxxxx
	Name: Xxxxx Xxxxxxxxx
	Title: Managing Director

Name of Lender:



BANK OF AMERICA, N.A.
By
	/s/ Xxxx Xxxx
	Name: Xxxx Xxxx
	Title: Senior Vice President

Name of Lender:



BANK OF AMERICA, N.A., CANADA BRANCH
By
	/s/ Xxxxxx Sales xx Xxxxxxx
	Name: Xxxxxx Sales xx Xxxxxxx
	Title: Vice President

Name of Lender:



PNC BANK, NA
By
	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Vice President

Name of Lender:



FIFTH THIRD BANK, NATIONAL ASSOCIATION
By
	/s/ Lafayette X. Xxxx
	Name: Lafayette X. Xxxx
	Title: Director

Name of Lender:



BANK OF MONTREAL
By
	/s/ Xxxxxxx Xxxxxxxxx
	Name: Xxxxxxx Xxxxxxxxx
	Title: Managing Director

Name of Lender:



COOPERATIVE RABOBANK U.A., NEW YORK BRANCH
By
	/s/ Xxxxxxx Lehane
	Name: Xxxxxxx Xxxxxx
	Title: Vice President



By
	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Executive Director

Name of Lender:



XXXXX FARGO BANK, NA
By
	/s/ Xxx Xxxx
	Name: Xxx Xxxx
	Title: VP

Name of Lender:



ING CAPITAL LLC
By
	/s/ Remko van de Water
	Name: Remko van de Water
	Title: Managing Director



By
	/s/ Xxxxxxx Xxxxxxx
	Name: Xxxxxxx Xxxxxxx
	Title: Vice President

Name of Lender:



XXXXXX XXXXXXX BANK, N.A.
By
	/s/ Xxxxxxx Xxxx
	Name: Xxxxxxx Xxxx
	Title: Authorized Signatory

SCHEDULE I

Restatement Term Lenders



Restatement Term Lender	Restatement Term Commitment
JPMorgan Chase Bank, N.A.	$52,173,913.04
Bank of America, N.A.	$52,173,913.04
PNC Bank, National Association	$49,275,362.32
Fifth Third Bank, National Association	$49,275,362.32
Bank of Montreal	$49,275,362.32
The Bank of Nova Scotia	$43,478,260.87
Coöperatieve Rabobank U.A.	$43,478,260.87
Xxxxx Fargo Bank, N.A.	$43,478,260.87
ING Capital LLC	$17,391,304.35
Xxxxxx Xxxxxxx Bank, N.A.	$0.00
TOTAL:	$400,000,000.00

SCHEDULE II

Revolving Lenders



Consenting Revolving Lender	Revolving Commitment
JPMorgan Chase Bank, N.A.	$37,826,086.96
Bank of America, N.A.	$37,826,086.96
PNC Bank, National Association	$35,724,637.68
Fifth Third Bank, National Association	$35,724,637.68
Bank of Montreal	$35,724,637.68
The Bank of Nova Scotia	$31,521,739.13
Xxxxx Fargo Bank, N.A.	$31,521,739.13
Xxxxxx Xxxxxxx Bank, N.A.	$10,000,000.00
Replacement Revolving Lender	Revolving Commitment
Coöperatieve Rabobank U.A.	$31,521,739.13
ING Capital LLC	$12,608,695.65
TOTAL:	$300,000,000.00

US $700,000,000

CREDIT AGREEMENT,

dated as of April 20, 2016
as amended and restated as of November 26, 2019,

among

COMPASS MINERALS INTERNATIONAL, INC.,
as US Borrower,

COMPASS MINERALS CANADA CORP.,
as Canadian Borrower,

COMPASS MINERALS UK LIMITED,
as UK Borrower,

THE LENDERS PARTY HERETO FROM TIME TO TIME

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

_______________________________________________

JPMORGAN CHASE BANK, N.A.,
BOFA SECURITES, INC., BMO CAPITAL MARKETS CORP.,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC, THE BANK OF NOVA SCOTIA and

XXXXX FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners,

BANK OF AMERICA, N.A., BANK OF MONTREAL, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, FIFTH THIRD BANK, NATIONAL ASSOCIATION, PNC BANK NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents

and

ING CAPITAL LLC,
as Documentation Agent



TABLE OF CONTENTS

		Page

Article I DEFINITIONS		2

Section 1.01	Defined Terms	2
Section 1.02	Other Interpretive Provisions	75
Section 1.03	Accounting Terms	75
Section 1.04	Rounding	76
Section 1.05	Times of Day	76
Section 1.06	Letter of Credit Amounts	76
Section 1.07	Currency Equivalents Generally	77
Section 1.08	Pro Forma Calculations	78
Section 1.09	Rates	80
Section 1.10	Interest Rates; LIBOR Notification	80
Section 1.11	Divisions	80

Article II LOANS AND LETTERS OF CREDIT		81

Section 2.01	Term Loan Commitments	81
Section 2.02	Procedure for Term Loan Borrowing	81
Section 2.03	Repayment of Term Loans	81
Section 2.04	Revolving Commitments	82
Section 2.05	Procedure for Revolving Borrowing	83
Section 2.06	Swing Line Loans	84
Section 2.07	Letters of Credit	87
Section 2.08	Repayment of Loans; Evidence of Debt	93
Section 2.09	Fees	95
Section 2.10	Voluntary Prepayments and Commitment Reductions	96
Section 2.11	Mandatory Prepayments and Commitment Reductions	98
Section 2.12	Application of Prepayments/Reductions	100
Section 2.13	Conversion and Continuation Options	102
Section 2.14	Minimum Amounts and Maximum Number of Eurocurrency Borrowings	103
Section 2.15	Interest Rates and Payment Dates	103
Section 2.16	Illegality	105
Section 2.17	Inability to Determine Interest Rate	106
Section 2.18	Payments Generally; Administrative Agent’s Clawback	108
Section 2.19	Increased Costs; Capital Adequacy	110
Section 2.20	Taxes	112
Section 2.21	Breakage Payments	118
Section 2.22	Pro Rata Treatment	119
Section 2.23	Cash Collateral	120



Section 2.24	Defaulting Lenders	120
Section 2.25	Mitigation Obligations; Replacement of Lenders	123
Section 2.26	Incremental Credit Extensions	125
Section 2.27	Extension of Term Loans and Revolving Commitments	131
Section 2.28	Refinancing Amendments	135
Section 2.29	Redenomination of Sterling	137

Article III REPRESENTATIONS AND WARRANTIES		138

Section 3.01	Existence, Qualification and Power	138
Section 3.02	Authorization; Enforceability	138
Section 3.03	No Conflicts	138
Section 3.04	Financial Statements; Projections; No Material Adverse Effect	139
Section 3.05	Intellectual Property	139
Section 3.06	Properties	139
Section 3.07	Equity Interests and Subsidiaries	140
Section 3.08	Litigation	140
Section 3.09	Investment Company Act	140
Section 3.10	Federal Reserve Regulations	140
Section 3.11	Taxes	141
Section 3.12	No Material Misstatements	141
Section 3.13	Labor Matters	141
Section 3.14	Pension Matters	142
Section 3.15	Environmental Matters	143
Section 3.16	Insurance	144
Section 3.17	Security Documents	144
Section 3.18	Senior Indebtedness	145
Section 3.19	Solvency	145
Section 3.20	PATRIOT Act, etc	145
Section 3.21	Anti-Terrorism Laws	145
Section 3.22	Anti-Corruption Laws and Sanctions	146
Section 3.23	Use of Proceeds	147
Section 3.24	Compliance with Laws	147
Section 3.25	EEA Financial Institution	147

Article IV CONDITIONS PRECEDENT		147

Section 4.01	[Reserved]	147
Section 4.02	Conditions to Each Credit Extension	147

Article V AFFIRMATIVE COVENANTS		148

Section 5.01	Financial Statements	148



Section 5.02	Certificates; Other Information	149
Section 5.03	Notices	151
Section 5.04	Payment of Taxes	151
Section 5.05	Preservation of Existence, Etc	151
Section 5.06	Maintenance of Property	151
Section 5.07	Maintenance of Insurance	152
Section 5.08	Books and Records; Inspection Rights	152
Section 5.09	Compliance with Laws	153
Section 5.10	Compliance with Environmental Laws	153
Section 5.11	Use of Proceeds	153
Section 5.12	Covenant to Guarantee Obligations and Give Security	154
Section 5.13	Further Assurances	156
Section 5.14	Unrestricted Subsidiary Designation	156
Section 5.15	Maintenance of Ratings	157
Section 5.16	Pension Matters	157
Section 5.17	Information Regarding Collateral	157
Section 5.18	Post-Closing Undertakings	157

Article VI NEGATIVE COVENANTS		157

Section 6.01	Limitation on Indebtedness	158
Section 6.02	Limitation on Liens	163
Section 6.03	Limitation on Fundamental Changes	166
Section 6.04	Limitation on Dispositions	168
Section 6.05	Limitation on Restricted Payments	171
Section 6.06	Limitation on Investments	173
Section 6.07	Limitation on Prepayments; Modifications of Debt Instruments and Organizational Documents	175
Section 6.08	Limitation on Transactions with Affiliates	176
Section 6.09	Limitation on Sale and Leasebacks	177
Section 6.10	Limitation on Changes in Fiscal Periods	177
Section 6.11	Limitation on Burdensome Agreements	177
Section 6.12	Limitation on Lines of Business	178
Section 6.13	Financial Covenants	178

Article VII EVENTS OF DEFAULT AND REMEDIES		179

Section 7.01	Events of Default	179
Section 7.02	Remedies Upon Event of Default	182
Section 7.03	Application of Funds	182

Article VIII THE ADMINISTRATIVE AGENT		183

Section 8.01	Appointment and Authority	183



Section 8.02	Rights as a Lender and an Issuing Bank	184
Section 8.03	Exculpatory Provisions	184
Section 8.04	Reliance by Administrative Agent	185
Section 8.05	Delegation of Duties	186
Section 8.06	Resignation of Administrative Agent	186
Section 8.07	Non-Reliance on Administrative Agent and Other Lenders	187
Section 8.08	No Other Duties, Etc	187
Section 8.09	Administrative Agent May File Proofs of Claim	187
Section 8.10	Collateral and Guarantee Matters	188
Section 8.11	Additional Secured Parties	190
Section 8.12	Certain ERISA Matters	190

Article IX MISCELLANEOUS		191

Section 9.01	Amendments and Waivers	191
Section 9.02	Notices	194
Section 9.03	No Waiver by Course of Conduct; Cumulative Remedies	198
Section 9.04	Survival of Representations, Warranties, Covenants and Agreements	198
Section 9.05	Payment of Expenses; Indemnity	198
Section 9.06	Successors and Assigns; Participations and Assignments	201
Section 9.07	Sharing of Payments by Lenders; Set‑off	208
Section 9.08	Counterparts	209
Section 9.09	Severability	209
Section 9.10	Section Headings	209
Section 9.11	Integration	210
Section 9.12	Governing Law	210
Section 9.13	Submission to Jurisdiction; Waivers	210
Section 9.14	Acknowledgments	211
Section 9.15	Confidentiality	211
Section 9.16	Waiver of Jury Trial	212
Section 9.17	Certain Notices	213
Section 9.18	Usury Savings Clause	213
Section 9.19	Payments Set Aside	214
Section 9.20	No Advisory or Fiduciary Responsibility	214
Section 9.21	Judgment Currency	215
Section 9.22	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	215
Section 9.23	Acknowledgment Regarding Any Supported QFCs	216
Section 9.24	Restatement of Existing Credit Agreement	216
Section 9.25	XXXX Events	217

ANNEXES:

Annex A	Existing Letters of Credit



Annex B-1	Revolving Commitments
Annex B-2	Term Loan Commitments
Annex B-3	L/C Commitments
Annex B-4	Swing Line Commitments

SCHEDULES:

Schedule 1.01(a)	Mortgaged Property
Schedule 3.07	Equity Interests
Schedule 3.16	Insurance
Schedule 3.17	UCC Filing Jurisdictions
Schedule 5.18	Post-Closing Undertakings
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.06	Existing Investments
Schedule 6.08	Existing Affiliate Transactions
Schedule 6.11	Existing Restrictive Agreements

EXHIBITS:

Exhibit A	Form of Compliance Certificate
Exhibit B	Form of Assignment and Assumption
Exhibit C-1	Form of Term Loan Note
Exhibit C-2	Form of Revolving Note
Exhibit C-3	Form of Swing Line Note
Exhibit D-1	Form of US Tax Compliance Certificate
Exhibit D-2	Form of US Tax Compliance Certificate
Exhibit D-3	Form of US Tax Compliance Certificate
Exhibit D-4	Form of US Tax Compliance Certificate
Exhibit E	Form of Borrowing Notice
Exhibit F	Form of Solvency Certificate

CREDIT AGREEMENT, dated as of April 20, 2016, as amended and restated as of November 26, 2019 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), COMPASS MINERALS CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), COMPASS MINERALS UK LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the US Borrower and the Canadian Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Lenders extend credit in the form of (a) Term Loans to the US Borrower (such term and each other capitalized term used herein having the meaning set forth in Section 1.01, unless otherwise defined herein) on the Restatement Effective Date in an aggregate principal amount equal to $400,000,000 and (b) Revolving Loans at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Termination Date in an aggregate principal amount at any one time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then outstanding) the Dollar Equivalent of which shall not exceed $300,000,000, which will provide sublimits for Revolving Loans to the Canadian Borrower and for Revolving Loans to the UK Borrower in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which shall not exceed $40,000,000 and $10,000,000, respectively. The Borrowers have requested that the Issuing Banks issue Letters of Credit in an aggregate face amount at any one time outstanding the Dollar Equivalent of which shall not exceed $50,000,000. The proceeds of the Term Loans may be used on the Restatement Effective Date solely to fund, in part, the Transactions. The proceeds of the Revolving Loans and Letters of Credit may be used (i) to fund, in part, the Transactions (provided that the aggregate amount of such proceeds used for the purpose described in this clause (i) will not exceed $200,000,000) and (ii) to provide for ongoing working capital requirements of the US Borrower and its Restricted Subsidiaries and for other general corporate purposes, including distributions, of the US Borrower and its Restricted Subsidiaries. The proceeds of the Incremental Loans are to be used for ongoing working capital requirements of the US Borrower and its Restricted Subsidiaries and other general corporate purposes;

WHEREAS, (a) the US Borrower and each Domestic Subsidiary Guarantor desires to secure the Obligations of the US Borrower by granting to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property and assets of the US Borrower and the other Domestic Subsidiary Guarantors and (b) the Canadian Borrower desires to secure the Obligations of the Canadian Borrower and the UK

Borrower by granting to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Goderich Mine, in each case subject to the limitations described herein and in the Security Documents; and

WHEREAS, the Lenders are willing to extend such credit to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the US Borrower, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

Article I
DEFINITIONS

Section 1.01 Defined Terms. As used in this Agreement, the terms listed in this Section 1.01 shall have the respective meanings set forth in this Section 1.01.

“Accounting Change” shall mean any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

“Additional Lender” shall have the meaning set forth in Section 2.26(c).

“Additional Refinancing Lender” shall have the meaning set forth in Section 2.28(a).

“Administrative Agent” shall mean JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as administrative agent and collateral agent for the Lenders hereunder (and any permitted successors and assigns in such capacity) or, as applicable, such Affiliates thereof as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacity, including initially with respect to any Loan made to the Canadian Borrower, JPMorgan Chase Bank, N.A., Toronto Branch. References to “Administrative Agent” shall also include JPMorgan Chase Bank, N.A., Toronto Branch and any other Person designated by JPMCB, in each case acting in its capacity as “Security Trustee”, “Trustee”, “Agent” or “Collateral Agent” under any Security Document relating to Collateral provided under the laws of any Canadian jurisdiction or United Kingdom jurisdiction, or acting in any similar capacity under any other Security Document under the laws of the United States of America or any other jurisdiction.

“Administrative Questionnaire” shall mean an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” shall mean, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries Controls or is Controlled by or is under common Control with the Person specified; provided, however, that, for purposes of Section 6.08 the term

“Affiliate” shall also include any Person that directly or indirectly owns 10% or more of any class of Equity Interests of the Person specified or that is an officer or director of the Person specified.

“Agents” shall mean the collective reference to the Administrative Agent, the Co-Syndication Agents and the Documentation Agent.

“Agreement” shall have the meaning set forth in the preamble hereto.

“All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront fees or Eurocurrency Rate, Base Rate or Canadian Prime Rate “floor”; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, underwriting fees or other fees not paid to all providers of such Indebtedness.

“Alternative Currency” shall mean each of the following currencies: Canadian Dollars, Euros and Sterling.

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the US Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Xxxxxxx Xxx 0000, the Corruption of Foreign Public Officials Acts (Canada) and other similar legislation in any other jurisdictions (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Anti-Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Assets Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

“Applicable Amortization Percentage” shall mean, for each payment date occurring (a) on or prior to the first anniversary of the Restatement Effective Date, 0.625%, (b) after the first anniversary of the Restatement Effective Date but prior to the second anniversary of the Restatement Effective Date, 0.625%, (c) after the second anniversary of the Restatement Effective Date but prior to the third anniversary of the Restatement Effective Date, 1.25%, (d) after the third anniversary of the Restatement Effective Date but prior to the fourth anniversary of the Restatement Effective Date, 1.25% and (e) after the fourth anniversary of the Restatement Effective Date but prior to the Term Loan Maturity Date, 1.25%.

“Applicable ECF Percentage” shall mean, for any fiscal year of the US Borrower, (a) 50.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is greater than 3.50:1.00, (b) 25.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than

or equal to 3.50:1.00 and greater than 3.00:1.00 and (c) 0.0% if the Consolidated Total Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.00:1.00.

“Applicable Margin” shall mean the percentage per annum as set forth below and determined based on the lower of (a) the applicable Level determined by reference to the applicable Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02 (such Level, the “Leverage Level”) and (b) the applicable Level determined by reference to the applicable Corporate Rating (such Level, the “Ratings Level”), with Level I being the “lowest” level and Level V being the “highest” level; provided that if the Leverage Level and the Ratings Level are more than two Levels apart, then the Applicable Margin will be determined by the Level that is one Level higher than the lower of the Leverage Level and the Ratings Level (for example, if the Leverage Level is Level I and the Ratings Level is Level IV, then the Applicable Margin will be determined by Level II).



Level	Corporate Rating (Xxxxx’x/S&P)	Consolidated Total Leverage Ratio	Applicable Margin for Eurocurrency Loans	Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans
I	Baa2/BBB or higher	≤ 1.25 to 1.00	1.250%	0.250%
II	Baa3/BBB-	> 1.25 to 1.00 but ≤ 2.00 to 1.00	1.375%	0.375%
III	Ba1/BB+	> 2.00:1.00 but ≤ 2.50 to 1.00	1.500%	0.500%
IV	Ba2/BB	> 2.50 :1.00 but ≤ 3.25:1.00	1.750%	0.750%
V	Ba3/BB- or lower	>3.25:1.00	2.000%	1.000%

Solely for purposes of determining the Ratings Level:

(a) If the applicable Corporate Rating by Moody’s and S&P are split-rated (a) by one Level, then the Ratings Level shall be determined by the higher of the two Corporate Ratings or (b) by more than one Level, then the Ratings Level shall be determined by the Corporate Rating that is one Level higher than the Level applicable to the higher Corporate Rating by Moody’s or S&P, as the case may be (for example, if the Corporate Rating by Xxxxx’x is Baa2 and the Corporate Rating by S&P is BB+, then the Ratings Level will be Level II);

(b) In the event that either Moody’s or S&P (but not both) shall no longer issue a Corporate Rating, the Ratings Level shall be determined by the remaining Corporate Rating; and

(c) In the event that both Moody’s and S&P no longer issue a Corporate Rating, unless and until the date, if any, that the US Borrower and the Required Lenders agree on a different arrangement, the existing Ratings Level shall continue in effect for the 30-day period immediately following such event, and subsequent to such period the Ratings Level shall be Level V.

For purposes of the foregoing, each change in the Leverage Level resulting from a change in the Consolidated Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Level shall be deemed to be in Level V at the option of the Administrative Agent or at the request of the Required Lenders if the US Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or Section 5.01(b) or the Compliance Certificate required pursuant to Section 5.02(b) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.

Furthermore, the Applicable Margin in respect of any Incremental Loans, Extended Term Loans, Extended Revolving Loans, Refinancing Term Loans or Other Revolving Loans shall be the applicable percentages per annum set forth in the applicable Incremental Amendment, Extension Offer or Refinancing Amendment, respectively.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Electronic Communications” shall mean, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to any Agent, Lender or Issuing Bank by means of electronic communications pursuant to Section 9.02(b) or Section 9.02(d), including through the Platform.

“Approved Fund” shall mean any Person (other than a natural person and any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by

(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” shall mean, collectively, JPMorgan Chase Bank, N.A., BofA Securities Inc., BMO Capital Markets Corp., Coöperatieve Rabobank U.A., New York Branch, Fifth Third Bank, National Association, PNC Capital Markets LLC, The Bank of Nova Scotia and Xxxxx Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunner of the Credit Facilities.

“Asset Sale” shall mean (a) any Disposition of Property or series of related Dispositions of Property (excluding any Disposition pursuant to Section 6.04(a), Section 6.04(b), Section 6.04(c), Section 6.04(d), Section 6.04(e), Section 6.04(g), Section 6.04(i), Section 6.04(j), Section 6.04(k), Section 6.04(l), Section 6.04(m), Section 6.04(n) or Section 6.04(o)), other than Dispositions resulting in gross proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not exceeding (i) $5,000,000 with respect to any Disposition or series of related Dispositions and (ii) $20,000,000 in the aggregate for all Dispositions during any fiscal year of the US Borrower and (b) any Disposition pursuant to Section 6.04(p).

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect of any Sale and Leaseback, as at the time of determination, the present value of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided that, if such Sale and Leaseback results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.

“Attributable Receivables Indebtedness” at any time shall mean the principal amount of Indebtedness which (a) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (b) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.

“Available Amount” shall mean, as at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) 50% of Consolidated Net Income (calculated without giving effect to the adjustments described in clauses (d) through (m) of the definition thereof) for the period

(taken as one period) beginning on January 1, 2017, to the end of the US Borrower’s most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable; plus

(b) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Equity Interests (other than any Disqualified Equity Interests) of the US Borrower and (ii) the principal amount of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations or that is owed to an Unrestricted Subsidiary) of the relevant Borrower or any Restricted Subsidiary owed to a Person that is not a Loan Party or a Subsidiary of a Loan Party incurred after the Closing Date that is converted to common Equity Interests (other than any Disqualified Equity Interests) of the US Borrower to the extent not previously applied for a purpose other than use in the Available Amount; plus

(c) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the US Borrower or a Restricted Subsidiary, in each case after the Closing Date, the fair market value of the Investments of the US Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary as of the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such Investments were originally made pursuant to Section 6.06(t); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.06(t) as such amount is reduced by any returns contemplated by clause (d) below prior to such time; plus

(d) to the extent not already included in Consolidated Net Income, an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in cash or Cash Equivalents by the US Borrower or any Restricted Subsidiary after the Closing Date in respect of any Investments made pursuant to Section 6.06(t); provided, in each case, that such amount does not exceed the amount of such Investment made pursuant to Section 6.06(t); plus

(e) to the extent not already included in Consolidated Net Income, the aggregate amount actually received in cash or Cash Equivalents by the US Borrower or any Restricted Subsidiary after the Closing Date from:

ii.the sale (other than to the US Borrower or any Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or any minority investment; or

iii.any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority investment; or

iv.any interest, repayments of principal and similar payments by an Unrestricted Subsidiary or in respect of any minority investment; minus

(f) [reserved]; minus

(g) the aggregate amount of the Available Amount used to make Investments pursuant to Section 6.06(t) after the Closing Date and prior to such time; minus

(h) [reserved].

For the avoidance of doubt, for purposes of this defined term, references to Sections are to the corresponding Sections under this Agreement and under the Existing Credit Agreement.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Levy” shall mean (i) the UK bank levy as set out in the Finance Xxx 0000, (ii) the French taxe bancaire de risque systémique as set out in Article 235 ter ZE of the French tax code (Code Général des Impôts) and the French taxe pour le financement du fonds de soutien as set out in Article 235 ter ZE bis of the French tax code (Code Général des Impôts), (iii) the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended), and (iv) any substantively similar bank levy or Tax in any other non-U.S. jurisdiction, in each case, to the extent in force (or formally announced though not yet enacted into law) as at the date of this Agreement or (if applicable) as at the date the relevant Lender accedes as a Lender to this Agreement.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” shall mean, for any day, a per annum rate of interest equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 0.50% and (c) the Eurocurrency Rate (after giving effect to any Eurocurrency Rate “floor”) that would be payable on such day for a Eurocurrency Loan with a one-month interest period plus 1.00%; provided that, if the Base Rate determined based on the foregoing is less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the NYFRB Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, then the Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. For purposes of clause (c) above, the Eurocurrency Rate on any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m., London time, on such day for deposits in Dollars (assuming an Interest Period of one month); provided that (i) if no LIBO Screen Rate shall be available for a one-month Interest Period but LIBO Screen Rates shall be

available for maturities both longer and shorter than a one-month Interest Period, then the LIBO Screen Rate for purposes of this sentence shall be the Interpolated Rate at such time and (ii) if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.17 (for the avoidance of doubt, only until any amendment has become effective pursuant to Section 2.17(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Loans.

“Base Rate Loan” shall mean a Loan bearing interest at a rate determined by reference to the Base Rate and, in any event, shall include all Swing Line Loans.

“Benchmark Replacement” shall mean the sum of: (a) the alternate benchmark rate (which may be a SOFR-Based Rate) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the Eurocurrency Rate for Dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement; provided further that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

“Benchmark Replacement Adjustment” shall mean the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the Eurocurrency Rate with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of a reduction to the Applicable Margin).

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by

the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” shall mean the earlier to occur of the following events with respect to the Eurocurrency Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the LIBO Screen Rate (or the CDOR Screen Rate) permanently or indefinitely ceases to provide the LIBO Screen Rate (or the CDOR Screen Rate); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the Eurocurrency Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rate (or the CDOR Screen Rate) announcing that such administrator has ceased or will cease to provide the LIBO Screen Rate (or the CDOR Screen Rate), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate (or the CDOR Screen Rate);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate (or the CDOR Screen Rate), the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBO Screen Rate (or the CDOR Screen Rate), a resolution authority with jurisdiction over the administrator for the LIBO Screen Rate (or the CDOR Screen Rate) or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Screen Rate (or the CDOR Screen Rate), in each case which states that the administrator of the LIBO Screen Rate (or the CDOR Screen Rate) has ceased or will cease to provide the LIBO Screen Rate (or the CDOR Screen Rate) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the LIBO Screen Rate (or the CDOR Screen Rate); and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBO Screen Rate (or the CDOR Screen Rate) announcing that the LIBO Screen Rate (or the CDOR Screen Rate) is no longer representative.

“Benchmark Transition Start Date” shall mean (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” shall mean, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Eurocurrency Rate and solely to the extent that the Eurocurrency Rate has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the Eurocurrency Rate for all purposes hereunder in accordance with Section 2.17 and (y) ending at the time that a Benchmark Replacement has replaced the Eurocurrency Rate for all purposes hereunder pursuant to Section 2.17.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” shall mean, with respect to any Person, an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. § 1841(k)) of such Person.

“Blocked Person” shall have the meaning set forth in Section 3.21(b).

“Board of Governors” shall mean the Board of Governors of the Federal Reserve System of the United States of America, or any successor thereto.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the UK Borrower, which:

(a) where it relates to a UK Treaty Lender that is a Lender on the day this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Annex B-1, and is filed with HMRC within 30 days of the date of this Agreement; or

(b) where it relates to a UK Treaty Lender that is not a party to this Agreement on the date on which this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption or as otherwise notified to the UK Borrower in writing within 15 days of the relevant UK Treaty Lender becoming a party to this Agreement and is filed with HMRC within 30 days of that date.

“Borrowers” shall have the meaning set forth in the preamble hereto.

“Borrowing” shall mean (a) a borrowing of Swing Line Loans made on the same date and (b) a borrowing of Loans (other than Swing Line Loans) of the same Class, Type and currency, made, converted or continued by the US Borrower, the Canadian Borrower or the UK Borrower, as the case may be, on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Date” shall mean any Business Day specified by a Borrower in a Borrowing Notice as a date on which the relevant Lenders are requested to make Loans hereunder.

“Borrowing Notice” shall mean, with respect to any request for borrowing of Loans hereunder, a notice from a Borrower, substantially in the form of, and containing the information prescribed by, Exhibit E, delivered to the Administrative Agent.

“Brazilian Foreign Guarantee Agreement” shall mean the Brazilian Foreign Guarantee Agreement, executed and delivered by Compass Minerals do Brasil Ltda pursuant to Schedule 5.18.

“Business Day” shall mean any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close; provided that (a) when used in connection with notices, determinations, fundings, payments or other dealings in connection with the Eurocurrency Rate or any Eurocurrency Loans (other than Loans denominated in Canadian Dollars), the term “Business Day” will also exclude any day on which banks are not open for dealings in deposits in the applicable currency in the London interbank market or any day on which banks in London are not open for general business, (b) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Canadian Dollars, the term “Business Day” will also exclude any day on which banks in Toronto, Ontario are not open for dealings in deposits of Canadian Dollars in the Canadian interbank market; (c) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Euro, the term “Business Day” will also exclude any day that is not a TARGET Day; and (d) when used in connection with notices, determinations, fundings, payments or other dealings with respect to any Loan denominated in Sterling, the term “Business Day” will also exclude any day on which banking institutions located in London, England are authorized or required by law or other governmental action to close.

“Calculation Date” shall mean (a) the last Business Day of each calendar quarter of the US Borrower, (b) each date (with such date to be reasonably determined by the Administrative Agent)

that is on or about the date of (i) a Borrowing Notice or a notice delivered pursuant to Section 2.13, in each case with respect to any Revolving Loan or (ii) the issuance, amendment, renewal or extension of a Letter of Credit and (c) if an Event of Default has occurred and is continuing, any Business Day as determined by the Administrative Agent in its sole discretion.

“Canadian Borrower” shall have the meaning set forth in the preamble hereto.

“Canadian Dollars” or “C$” shall mean lawful money of Canada.

“Canadian Pension Plan” shall mean a “registered pension plan”, as such term is defined in subsection 248(1) of the Income Tax Act (Canada), which is or was sponsored, administered or contributed to, or required to be contributed to, by the Canadian Borrower or under which the Canadian Borrower has or may incur any actual or contingent liability.

“Canadian Prime Rate” shall mean, for any day, the per annum rate of interest equal to the greater of (a) the per annum rate of interest publicly announced from time to time by the Administrative Agent as its reference rate in effect on such day at its principal office in Toronto, Canada, for determining interest rates applicable to commercial loans denominated in Canadian Dollars in Canada (each change in such reference rate being effective from and including the date such change is publicly announced as being effective) and (b) the Eurocurrency Rate that would be payable on such day for a Eurocurrency Loan denominated in Canadian Dollars with a one-month Interest Period plus 1.00%. For purposes of clause (b) above, the Eurocurrency Rate on any day shall be based on the CDOR Rate at approximately 10:00 a.m. (Toronto, Ontario time) (assuming an Interest Period of one month); provided that (i) if no CDOR Rate shall be available for a one-month Interest Period but CDOR Rates shall be available for maturities both longer and shorter than a one-month Interest Period, then the CDOR Rate for purposes of this sentence shall be the Interpolated Rate at such time and (ii) if such rate shall be less than zero, such rate shall be deemed to be zero. The Canadian Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Canadian Prime Rate.

“Canadian Prime Rate Borrowing” shall mean a Borrowing comprised of Canadian Prime Rate Loans.

“Canadian Prime Rate Loan” shall mean any Revolving Loan made by the Revolving Lenders to the Canadian Borrower in Canadian Dollars and accruing interest based on the Canadian Prime Rate.

“Canadian Restricted Subsidiary” shall mean any Restricted Subsidiary that is organized under the laws of Canada, any province thereof or any jurisdiction within Canada.

“Canadian Revolving Borrowing” shall mean a Borrowing comprised of Canadian Revolving Loans.

“Canadian Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the Dollar Equivalent of the aggregate outstanding principal amount of all Canadian Revolving Loans of such Revolving Lender as of such date.

“Canadian Revolving Loan” shall mean a Revolving Loan made to the Canadian Borrower pursuant to clause (ii) of Section 2.04(a).

“Capital Expenditures” shall mean, for any period, without duplication, with respect to any Person, (a) any expenditure or commitment to expend money for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of such Person prepared in accordance with GAAP and (b) Capital Lease Obligations; provided that, in any event, “Capital Expenditures” shall exclude: (i) any Permitted Acquisition and any other Investment permitted hereunder; (ii) any expenditures to the extent financed with any Net Cash Proceeds of any Asset Sale or Recovery Event reinvested pursuant to Section 2.11(a) or Section 2.11(b), as applicable; (iii) expenditures for leasehold improvements for which such Person is reimbursed in cash or receives a credit; and (iv) capital expenditures to the extent they are made with the cash and Cash Equivalent proceeds of equity contributions (other than in respect of Disqualified Equity Interests) made to the US Borrower after the Closing Date.

“Capital Lease” shall mean, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capital Lease Obligations” shall mean, with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease, any lease entered into as part of any Sale and Leaseback or any Synthetic Lease, or a combination thereof, which obligations are (or would be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) required to be classified and accounted for as Capital Leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof (or the amount that would be capitalized, if such Synthetic Lease or other lease were accounted for as a Capital Lease) determined in accordance with GAAP.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the government of the United States of America or (ii) issued by any agency of the United States of America and the obligations of which are backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after the date of acquisition and having a rating of at least A-1 from S&P or at least P-1 from Xxxxx’x; (c) certificates of deposit, time deposits, Eurocurrency time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), (ii) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000 and (iii) has a rating of at least AA- from S&P and Aa3 from Xxxxx’x; (d) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Xxxxx’x, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (c) of this definition; and (g) shares of money market, mutual or similar funds which (i) invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (ii) has net assets of not less than $500,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s.

“Cash Management Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” shall mean any Person that is a counterparty to a Cash Management Agreement and that (a) is an Agent or an Arranger (or an Affiliate of an Agent or an Arranger), (b) at the time it enters into such Cash Management Agreement, is a Lender (or an Affiliate of a Lender), (c) if such Cash Management Agreement is in effect on the Closing Date, is a Lender (or an Affiliate of a Lender) as of the Closing Date or (d) if such Cash Management Agreement is in effect on the Restatement Effective Date, is a Lender (or an Affiliate of a Lender) as of the Restatement Effective Date, in each case in its capacity as a party to such Cash Management Agreement.

“CDOR” shall have the meaning set forth in the definition of “Eurocurrency Rate”.

“CDOR Screen Rate” shall have the meaning set forth in the definition of “Eurocurrency Rate”.

“CFC” shall mean a “controlled foreign corporation” as defined in Section 957 of the Code.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following events:

(a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) shall have (x) acquired beneficial ownership or control of 30% or more (on a fully diluted basis) of the voting and/or economic interest in the Equity Interests of the US Borrower; or (y) obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the US Borrower;

(b) the US Borrower shall cease to directly or indirectly own and control 100% (on a fully diluted basis) of each class of outstanding Equity Interests of either the Canadian Borrower or, except pursuant to a Disposition made in accordance with Section 6.04(f), the UK Borrower;

(c) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the US Borrower shall cease to be occupied by Continuing Directors; or

(d) any “change of control” or similar event (however denominated) shall occur under any indenture or other agreement with respect to Material Indebtedness of the US Borrower or any Restricted Subsidiary.

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Original Revolving Commitments, Incremental Revolving Commitments, Extended Revolving Commitments of a given Extension Series, Other Revolving Commitments of a given Refinancing Series, Original Term Loan Commitments, Incremental Term Commitments, Extended Term Commitments of a

given Extension Series or Refinancing Term Commitments of a given Refinancing Series and (c) when used with respect to Loans, refers to whether such Loans are Original Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans of a given Extension Series, Other Revolving Loans of a given Refinancing Series, Original Term Loans, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or Extended Term Loans of a given Extension Series. Loans that are not fungible for United States federal income tax purposes shall be construed to be in different Classes or tranches. Commitments that, if and when drawn in the form of Loans, would yield Loans that are construed to be in different Classes or tranches pursuant to the immediately preceding sentence shall be construed to be in different Classes or tranches of Commitments corresponding to such Loans. There shall be no more than an aggregate of two Classes of Revolving Facilities and five Classes of Term Loan Facilities under this Agreement at any one time.

“Closing Date” shall mean April 20, 2016.

“Code” shall mean the US Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document, but in any event excluding Excluded Assets.

“Commitment” shall mean, with respect to any Lender, such Lender’s Original Term Loan Commitment, Incremental Term Commitment, Extended Term Commitment, Refinancing Term Commitment, Original Revolving Commitment, Incremental Revolving Commitment, Extended Revolving Commitment or Other Revolving Commitment.

“Commitment Fee” shall have the meaning set forth in Section 2.09(a).

“Commitment Fee Rate” shall mean the percentage per annum as set forth below and determined based on the lower of (a) the applicable Level determined by reference to the applicable Consolidated Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.02 (such Level, the “Leverage Level”) and (b) the applicable Level determined by reference to the applicable Corporate Rating (such Level, the “Ratings Level”), with Level I being the “lowest” level and Level V being the “highest” level; provided that if the Leverage Level and the Ratings Level are more than two Levels apart, then the Commitment Fee Rate will be determined by the Level that is one Level higher than the lower of the Leverage Level and the Ratings Level (for example, if the Leverage Level is Level I and the Ratings Level is Level IV, then the applicable rate will be determined by Level II).



Level	Corporate Rating (Moody’s/S&P)	Consolidated Total Leverage Ratio	Commitment Fee Rate
I	Baa2/BBB or higher	≤ 1.25 to 1.00	0.175%
II	Baa3/BBB-	> 1.25 to 1.00 but ≤ 2.00 to 1.00	0.200%
III	Ba1/BB+	> 2.00:1.00 but ≤ 2.50 to 1.00	0.250%
IV	Ba2/BB	> 2.50 :1.00 but < 3.25:1.00	0.300%
V	Ba3/BB- or lower	> 3.25:1.00	0.350%

Solely for purposes of determining the Ratings Level:

(a) If the applicable Corporate Rating by Moody’s and S&P are split-rated (i) by one Level, then the Ratings Level shall be determined by the higher of the two Corporate Ratings or (ii) by more than one Level, then the Ratings Level shall be determined by the Corporate Rating that is one Level higher than the Level applicable to the higher Corporate Rating by Moody’s or S&P, as the case may be (for example, if the Corporate Rating by Xxxxx’x is Baa2 and the Corporate Rating by S&P is BB+, then the Ratings Level will be Level II);

(b) In the event that either Moody’s or S&P (but not both) shall no longer issue a Corporate Rating, the Ratings Level shall be determined by the remaining Corporate Rating; and

period immediately following such event, and subsequent to such period the Ratings Level shall be Level V.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” shall mean a certificate duly executed by a Responsible Officer of the US Borrower, substantially in the form of Exhibit A.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:


(1)	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)

if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for Dollar-denominated syndicated credit facilities at such time;

provided further that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

“Consolidated Adjusted EBITDA” shall mean, for any period, Consolidated Net Income for such period:

(a) increased, without duplication, by the following, in each case only to the extent (and in the same proportion) deducted (and not added back) in determining Consolidated Net Income for such period (except in the case of subclause (a)(x) below):

i.Consolidated Interest Expense for such period;

ii.all amounts attributable to depreciation and amortization for such period, including (without limitation) amortization of deferred financing costs but excluding amortization expense attributable to a prepaid cash item that was paid in a prior period;

iii.consolidated income tax expense for such period;

iv.any costs or expense incurred by the US Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the US Borrower or net cash proceeds of an issuance of Equity Interests of the US Borrower (other than Disqualified Equity Interests), in each case after the Closing Date solely to the extent that such cash proceeds or net cash proceeds are excluded from the calculation of the Available Amount and not previously applied for a purpose other than use in the Available Amount;

v.the amount of any restructuring charges or reserves, equity-based or non-cash compensation charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project or new production line, division or new line of business or other business optimization expenses or reserves, including (without limitation) costs or reserves associated with improvements to information technology and accounting functions, integration and facilities opening costs or any one-time costs, in each case incurred in connection with a Specified Transaction; provided that the aggregate amount included for such period pursuant to this clause (a)(v), when taken together with the aggregate amount of cost savings, operating expense reductions and synergies that increase Consolidated Adjusted EBITDA for such period pursuant to Section 1.08(b), shall not exceed 15% of Consolidated Adjusted EBITDA (determined prior to giving effect to such increase) for such period;

vi.any extraordinary, unusual, or non-recurring expenses, losses or charges; provided that the aggregate amount included pursuant to this clause (a)(vi) for such period shall not exceed 5% of the Consolidated Adjusted EBITDA (determined prior to giving effect to such adjustment) for such period;

vii.any other non-cash charges or adjustments, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period,

(A) the US Borrower may elect not to add back such non-cash charge in the current period and (B) to the extent the US Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA in such future period to such extent), and excluding any such non-cash charge or adjustment in respect of an item that was included in Consolidated Net Income in a prior period and any such non-cash charge that results from the write-off or write-down of inventory;

viii.any expenses, charges or losses to the extent covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the US Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of the date of such determination;

ix.to the extent covered by insurance and actually reimbursed, or, so long as the US Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination, expenses, charges or losses with respect to liability or casualty events or business interruption; and

x.any reduction in Consolidated Net Income (as determined in good faith by the US Borrower) resulting from the labor strike of unionized employees at the Goderich Mine that commenced on April 27, 2018, and ended on July 16, 2018; provided that the aggregate increase to Consolidated Adjusted EBITDA pursuant to this subclause (a)(x) shall not exceed (A) $15,000,000 for the fiscal quarter of the US Borrower ended September 30, 2018, (B) $15,000,000 for the fiscal quarter of the US Borrower ended December 31, 2018, and (C) $20,000,000 for the fiscal quarter of the US Borrower ended Xxxxx 00, 0000 (xx being understood and agreed that Consolidated Adjusted EBITDA shall not be increased pursuant to this subclause (a)(x) for any other fiscal quarter of the US Borrower); and

(b) decreased, without duplication, and to the extent included in arriving at such Consolidated Net Income:

i.non-cash gains or adjustments (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Adjusted EBITDA in any prior period) and all other non-cash items of income for such period;

ii.all gains and income from investments recorded using the equity method;

iii.all cash payments made during such period on account of accruals, reserves and other non-cash charges added to Consolidated Net Income in a previous period pursuant to clause (a)(vii) above;

iv.any extraordinary, unusual or non-recurring gains for such period determined on a consolidated basis in accordance with GAAP;

v.the amount of any expenses, charges or losses covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or sale, conveyance, transfer or other disposition of assets permitted under this Agreement added to Consolidated Net Income in a previous period pursuant to clause (a)(viii) above to the extent not indemnified or reimbursed within 365 days of the date of determination by the US Borrower that a reasonable basis exists for indemnification or reimbursement; and

vi.the amount of any expenses, charges or losses with respect to liability or casualty events or business interruption added to Consolidated Net Income in a previous period pursuant to clause (a)(ix) above to the extent not reimbursed within 365 days of the date of determination by the US Borrower that there exists reasonable evidence that such amount would be reimbursed by the insurer.

“Consolidated Current Assets” shall mean, at any date, all amounts (other than cash and Cash Equivalents) that would be set forth opposite the caption “total current assets” (or any like caption) on the most recent consolidated balance sheet of the US Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” shall mean, at any date, all amounts that would be set forth opposite the caption “total current liabilities” (or any like caption) on the most recent consolidated balance sheet of the US Borrower and its Restricted Subsidiaries in accordance with GAAP, but excluding (a) the current portion of Consolidated Funded Debt and (b) all Indebtedness consisting of Revolving Loans or Swing Line Loans.

“Consolidated First Lien Debt” shall mean, as of any date, all Consolidated Total Debt under this Agreement and all Consolidated Total Debt that is secured by a Lien on any of the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the Obligations, in each case as of such date.

“Consolidated First Lien Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated First Lien Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.

“Consolidated Funded Debt” shall mean, as of any date of determination, the aggregate amount (without duplication) of all Funded Debt of the US Borrower and its Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated Adjusted EBITDA for such Test Period to (b) Consolidated Interest Expense for such Test Period.

“Consolidated Interest Expense” shall mean, with respect to any period, total consolidated interest expense (including interest attributable to Capital Lease Obligations in accordance with

GAAP) of the US Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (without duplication) (a) any cash interest or other cash financing costs accrued during such period in respect of Indebtedness of the US Borrower and its Restricted Subsidiaries that is required to be capitalized rather than included in consolidated interest expense of the US Borrower and its Restricted Subsidiaries for such period in accordance with GAAP plus (b) all cash dividends paid or payable during such period in respect of Disqualified Equity Interests issued by the US Borrower or any of its Restricted Subsidiaries; provided that such dividends shall be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the US Borrower (expressed as a decimal) for such period (as estimated by a Responsible Officer in good faith) plus (c) all discount, interest, yield, fees, premiums and other similar charges or costs in respect of all Permitted Receivables Facilities for such period that are paid in cash. For purposes of the foregoing, interest expense shall exclude one-time financing fees (including arrangement, amendment and contract fees), deferred financing costs, debt issuance costs, costs in respect of Swap Contracts relating to interest rate protection, commissions, and expenses and, in each case, the amortization thereof.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the US Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, however, that there shall be excluded, without duplication:

(a) except as required by Section 1.08, the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is designated a Restricted Subsidiary, as applicable, or is merged into or consolidated with the US Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the US Borrower or any of its Restricted Subsidiaries;

(b) the income (or loss) of any Person that is not the US Borrower or a Wholly Owned Subsidiary of the US Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased, to the extent of such Person’s net income, by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents during such period) to the US Borrower or, subject to clause (c) below, any of its consolidated Restricted Subsidiaries by such Person in such period;

(c) the undistributed earnings of any Restricted Subsidiary of the US Borrower to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by operation of the terms of its Organizational Documents or any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary;

(d) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification or interpretation of accounting policies during such period to the extent included in Consolidated Net Income;

(e) any fees and expenses incurred during such period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Restatement Effective Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each, case whether or not successful;

(f) accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition permitted hereunder (other than any such acquisition in the ordinary course of business) that are so required to be established as a result of such acquisition, in each case in accordance with GAAP;

(g) any net after-tax effect of gains or losses on disposed, abandoned or discontinued operations;

(h) any net after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary course of business (as determined in good faith by the US Borrower);

(i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities recorded using the equity method or as a result of a Change in Law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(j) any equity-based or other non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity-based incentive programs;

(k) the effects of adjustments (including the effects of such adjustments pushed down to the US Borrower and its Restricted Subsidiaries) in the US Borrower’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in

relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of Taxes; and

(l) any cancellation of debt income, including any such income arising from the purchase of any Loans pursuant to Section 9.06(g).

“Consolidated Total Assets” shall mean the total assets of the US Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the US Borrower delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the initial delivery of financial statements pursuant to such Sections, Section 5.01(a) or Section 5.01(b) of the Existing Credit Agreement).

“Consolidated Total Debt” shall mean, at any date, the aggregate principal amount of Consolidated Funded Debt as of such date.

“Consolidated Total Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.

“Consolidated Total Net Debt” shall mean, at any date, the aggregate principal amount of Consolidated Funded Debt as of such date (net of Unrestricted Cash as of such date the Dollar Equivalent of which shall not exceed $50,000,000).

“Consolidated Total Net Leverage Ratio” shall mean, at any date, the ratio of (a) Consolidated Total Net Debt on such date to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period.

“Consolidated Working Capital” shall mean, at any date, (a) Consolidated Current Assets on such date minus (b) Consolidated Current Liabilities on such date.

“Continuing Directors” shall mean (a) the directors of the US Borrower on the Restatement Effective Date and (b) each other director of the US Borrower if, in each case, such other director’s nomination for election to the board of directors of the US Borrower is recommended by at least 66-2/3% of the votes of the then Continuing Directors.

“Contract Consideration” shall have the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” shall mean, with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Co-Syndication Agents” shall mean Bank of America, N.A., Bank of Montreal, Coöperatieve Rabobank U.A., New York Branch, Fifth Third Bank, National Association, PNC Bank National Association, The Bank of Nova Scotia and Xxxxx Fargo Bank, National Association, each in their capacity as co-syndication agent under this Agreement.

“Corporate Rating” shall mean, in the case of Moody’s, the corporate family rating issued by Moody’s in respect of the US Borrower and, in the case of S&P, the corporate rating issued by S&P in respect of the US Borrower.

“Corresponding Tenor” shall mean, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable Interest Period with respect to the Eurocurrency Rate.

“Covered Entity” shall mean any of the following:


(1)	a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


(2)	a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


(3)	a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” shall have the meaning set forth in Section 9.23.

“Credit Agreement Refinancing Indebtedness” shall mean Indebtedness incurred solely by a Borrower in the form of one or more Classes of Loans or Commitments under this Agreement, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to refinance, in whole or part, existing Term Loans and Revolving Commitments (and any Revolving Loans outstanding thereunder) of such Borrower, or any then-existing Credit Agreement Refinancing Indebtedness of such Borrower (“Refinanced Debt”); provided that (i) such Indebtedness is secured by the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the other Obligations hereunder and is not secured by any property or assets other than the Collateral securing the relevant Borrower’s Obligations, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors guaranteeing the relevant Borrower’s Obligations, (iii) such Indebtedness is incurred solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Credit Agreement Refinancing Indebtedness, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount

thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity no shorter, than the maturity date or the remaining Weighted Average Life to Maturity, as applicable, of the Refinanced Debt, (vi) the terms and conditions of such Indebtedness (except as otherwise provided above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) and (vii) such Refinanced Debt shall be repaid, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments in respect thereof shall be terminated, on the date such Credit Agreement Refinancing Indebtedness is incurred or obtained.

“Credit Extension” shall mean (a) the making of a Loan or (b) an L/C Credit Extension.

“Credit Facilities” shall mean each of (a) the Original Term Loan Commitments and the Original Term Loans made thereunder (the “Original Term Loan Facility”), (b) any Incremental Term Loan Facility, (c) any Extended Term Loans of a given Extension Series (each, an “Extended Term Loan Facility”), (d) any Refinancing Term Loans of a given Class (each, a “Refinancing Term Loan Facility”), (e) the Original Revolving Commitments and the extensions of credit made thereunder (the “Original Revolving Facility”), (f) any Incremental Revolving Commitments that constitute a separate Class and the extensions of credit made thereunder (each, an “Incremental Revolving Facility”), (g) any Extended Revolving Commitments of a given Extension Series and the extensions of credit made thereunder (each, an “Extended Revolving Facility”) and (h) any Other Revolving Commitments of a given Refinancing Series and the extensions of credit made thereunder (each, an “Other Revolving Facility”).

“CTA 2009” means the United Kingdom Corporation Tax Xxx 0000.

“Debtor Relief Laws” shall mean the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies Creditors’ Arrangement Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Right” shall have the meaning assigned to such term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” shall mean, subject to Section 2.24(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent, the applicable Issuing Bank and the US Borrower in writing that such failure is the result of such Lender’s

determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the US Borrower, the Administrative Agent, any Issuing Bank or any Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, any Issuing Bank or the US Borrower, to confirm in writing to the Administrative Agent, the applicable Issuing Bank and the US Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the US Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or of a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24(b)) upon delivery of written notice of such determination to the US Borrower, each Issuing Bank, each Swing Line Lender and each Lender.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the US Borrower or any Restricted Subsidiary in connection with a Disposition pursuant to Section 6.04 that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the US Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of such Disposition).

“Disposition” shall mean, with respect to any Property, any sale, lease, sublease, assignment, conveyance, transfer, exclusive license or other disposition thereof (including (i) by way of merger

or consolidation, (ii) any Sale and Leaseback and (iii) any Synthetic Lease); and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” shall mean any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition, (a) require the payment of any dividends (other than dividends payable solely in shares of Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof (other than solely for Qualified Equity Interests), in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards) or (c) are or become convertible into or exchangeable for, automatically or at the option of any holder thereof, any Indebtedness, Equity Interests or other assets other than Qualified Equity Interests, in the case of each of clauses (a), (b) and (c), prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests (other than (i) following Payment in Full or (ii) upon a “change in control”; provided that any payment required pursuant to this clause (ii) is subject to the prior Payment in Full); provided, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the US Borrower or the Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by a Group Member in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Institution” shall mean, on any date, (a) any Person designated by the US Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent on or prior to the date hereof and (b) any other Person that is a competitor of the US Borrower or any of its Subsidiaries, which Person has been designated by the US Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (including by posting notice to the Platform) not less than five Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the US Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time.

“Documentation Agent” shall mean ING Capital LLC, in its capacity as documentation agent under this Agreement.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.07 using the Spot Rate with respect to such Alternative Currency.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Loan Party” shall mean the US Borrower and each Domestic Subsidiary Guarantor.

“Domestic Restricted Subsidiary” shall mean any Restricted Subsidiary that is a Domestic Subsidiary.

“Domestic Subsidiary” shall mean any Subsidiary organized under the laws of the United States of America, any State thereof, the District of Columbia or any other jurisdiction within the United States of America.

“Domestic Subsidiary Guarantor” shall mean each Subsidiary Guarantor that is a Domestic Subsidiary.

“DQ List” shall have the meaning set forth in Section 9.06(h).

“Dutch Auction” shall have the meaning set forth in Section 9.06(g).

“Early Opt-in Election” means the occurrence of:

(1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders have determined that Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Section 2.17 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Eurocurrency Rate, and

(2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

“EEA Financial Institution” shall mean (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean (a) any of the member states of the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” shall mean any Person that meets the requirements to be an assignee under Section 9.06(b)(iii), Section 9.06(b)(v) and Section 9.06(b)(vi) (subject to such consents, if any, as may be required under Section 9.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 9.06(h).

“EMU Legislation” shall mean the legislative measures of the European Union for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” shall mean any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally binding requirements (including principles of common law) of any Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning pollution, the preservation or protection of the environment, natural resources or human health (including employee health and safety), or the generation, manufacture, use, labeling, treatment, storage, handling, transportation or Release of, or exposure to, Materials of Environmental Concern, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties, attorney or consultant fees or indemnities) resulting from or based upon (a) non-compliance with any Environmental Law, (b) exposure to any Materials of Environmental Concern, (c) Release or threatened Release of any Materials of Environmental Concern, (d) any investigation, remediation, removal, clean-up or monitoring required under Environmental Laws or required by a Governmental Authority (including Governmental Authority oversight costs that the party conducting the investigation, remediation, removal, clean-up or monitoring is required to reimburse) or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interest” shall mean, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited), if such Person is a limited liability company, membership interests, and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued on or after the Restatement Effective Date, but excluding debt securities convertible or exchangeable into such equity interests.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any Group Member, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 or 303 of ERISA or Section 412 or 430 of the Code, is treated as a single employer under Section 414 of the Code. Any former ERISA Affiliate of the Group Members shall continue to be considered an ERISA Affiliate of the Group Members within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of any Group Member and with respect to liabilities arising after such period for which any Group Member could be liable under the Code or ERISA.

“ERISA Event” shall mean (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Single Employer Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation in effect on the date hereof); (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Single Employer Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan; (d) the termination of any Single Employer Plan or the withdrawal or partial withdrawal of any Group Member or any of their respective ERISA Affiliates from any Single Employer Plan or Multiemployer Plan; (e) a determination that any Single Employer Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (f) a determination that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (g) the receipt by any Group Member or any of their respective ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan; (h) the adoption of any amendment to a Single Employer Plan that would require the provision of security pursuant to Section 436(f) of the Code; (i) the receipt by any Group Member or any of their respective ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Group Member or any of their respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA; (j) the failure by any Group Member or any of their respective ERISA Affiliates to make a required contribution to a Multiemployer Plan; (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in material liability to any Group Member; (l) the receipt from the IRS of notice of disqualification of any Plan intended to qualify under Section 401(a) of the Code, or the disqualification of any trust forming part of any Plan intended to qualify for exemption from taxation under Section 501(a) of the Code; (m) the imposition of a lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code with respect to any Single Employer Plan; (n) the assertion of a material claim (other than routine claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against any Group Member or any of their respective ERISA Affiliates in connection with any Plan; or (o) the occurrence of an act or omission which could give rise to the imposition on any Group Member or any of their respective ERISA Affiliates of any fine, penalty, tax or related charge under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Eurocurrency Base Rate” shall mean, with respect to any Eurocurrency Loan for any applicable currency and for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such

rate) for deposits in the relevant currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) (in each case, the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day; provided that, if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that, if the LIBO Screen Rate shall not be available at such time for such Interest Period with respect to the applicable currency, then the Eurocurrency Base Rate shall be the Interpolated Rate at such time; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean a Loan bearing interest at a rate determined by reference to the Eurocurrency Rate.

“Eurocurrency Rate” shall mean, with respect to any Eurocurrency Loan for any Interest Period:

(a) denominated in (i) Dollars, a per annum rate of interest equal to (x) the Eurocurrency Base Rate for such Interest Period multiplied by (y) the Statutory Reserve Rate, and (ii) Euros or Sterling, a per annum rate of interest equal to the Eurocurrency Base Rate for such Interest Period; and

(b) denominated in Canadian Dollars, a per annum rate of interest equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Reuters page or screen (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in each case, the “CDOR Screen Rate”) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period); provided that, if the applicable CDOR Screen Rate shall be less than zero, then such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that, if the CDOR Screen Rate shall not be available at such time for such Interest Period, then the CDOR Screen Rate shall be the Interpolated Rate at such time; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Euros” or “€” shall mean the single currency of the Participating Member States.

“Event of Default” shall mean any of the events specified in Section 7.01; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash Flow” shall mean, for any fiscal year of the US Borrower, the excess, if any, of:

(a) the sum, without duplication, of:

i.Consolidated Net Income for such fiscal year;

ii.the amount of all non-cash charges (including depreciation and amortization, but excluding any non-cash losses on the Disposition of Property by the US Borrower and its Restricted Subsidiaries) to the extent deducted in arriving at such Consolidated Net Income (excluding any such non-cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future fiscal year or amortization of a prepaid cash gain that was paid in a prior fiscal year);

iii.the amount of the decrease, if any, in Consolidated Working Capital (other than a result of a reclassification of assets or liabilities from the short to the long-term or vice versa) for such fiscal year; and

iv.the aggregate amount of non-cash losses on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income; minus

(b) the sum, without duplication, of:

i.the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash gains on the Disposition of Property by the US Borrower and its Restricted Subsidiaries);

ii.(A) Capital Expenditures made by the US Borrower and its Restricted Subsidiaries in cash during such fiscal year (or paid in cash following the end of such fiscal year and prior to the date the mandatory prepayment is required to be made pursuant to Section 2.11(d); provided that any such expenditure included in this clause (b)(ii) pursuant to this parenthetical shall not be deducted in calculating Excess Cash Flow for the fiscal year in which it is made) and (B) cash consideration paid in cash during such fiscal year to make Investments permitted under this Agreement (other than Investments in Cash Equivalents), in each case, except to the extent (A) funded by the incurrence of Indebtedness (other than proceeds of Revolving Loans or Swing Line Loans) or Capital Lease Obligations of the US Borrower or its Restricted Subsidiaries or (B) funded with the proceeds of Equity Interests issued by the US Borrower or any of its Restricted Subsidiaries;

iii.the aggregate amount of all principal payments of long-term Indebtedness of the US Borrower or any of its Restricted Subsidiaries during such fiscal year, in each

case, to the extent made by the US Borrower or any of its Restricted Subsidiaries in cash with internally generated cash, excluding (x) all voluntary and mandatory prepayments or repurchases of Term Loans, (y) all prepayments, redemptions or repurchases of Junior Indebtedness except to the extent permitted under Section 6.07(a) and (z) all prepayments of revolving Indebtedness, in each case during such fiscal year;

iv.the amount of the increase, if any, in Consolidated Working Capital for such fiscal year (other than a result of a reclassification of assets or liabilities from the short to the long-term or vice versa);

v.the aggregate amount of non-cash gains on the Disposition of Property by the US Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income;

vi.without duplication of amounts deducted from Excess Cash Flow in other fiscal years, the aggregate consideration required to be paid in cash by the US Borrower and its Restricted Subsidiaries pursuant to binding contracts with third parties that are not Affiliates (the “Contract Consideration”) entered into prior to or during such fiscal year relating to acquisitions that constitute long-term Investments permitted under this Agreement or Capital Expenditures, in each case, to the extent expected to be consummated or made during the period of four consecutive fiscal quarters of the US Borrower following the end of such fiscal year; provided that, to the extent the aggregate amount of internally generated cash actually utilized to finance such Investments or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; and

vii.any fees or expenses paid in cash during such fiscal year in connection with any Investment, Disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement or the other Loan Documents) and including, in each case, any such transaction consummated prior to the Restatement Effective Date and any such transaction undertaken but not completed.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Assets” shall mean:

(a)any currently owned or leased Real Property (other than Material Real Property);

(b)commercial tort claims where the amount of damages claimed by the applicable Loan Party is less than $500,000;

(c)any building, structure or improvement located in an area determined by the Federal Emergency Management Agency to have special flood hazards; provided that the US Borrower has certified in writing to the Administrative Agent and the Lenders that such building, structure or improvement has a fair market value of less than or equal to $100,000 (unless the Required Lenders have determined that such building, structure or improvement is otherwise material to the business of the Loan Parties, taken as a whole);

(d)governmental licenses, state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative Agent may not validly possess a security interest therein under applicable Requirements of Law (including rules and regulations of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization that has not been obtained, other than to the extent such prohibition or limitation on possessing a security interest therein is rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such prohibition or limitation;

(e)any lease, license, Permit or agreement to the extent that a grant of a security interest therein (i) is prohibited by applicable Requirements of Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Requirements of Law notwithstanding such prohibition or (ii) to the extent and for so long as it would violate or invalidate the terms thereof (in each case, after giving effect to the relevant provisions of the UCC or other applicable Requirements of Law) or would give rise to a termination right of an unaffiliated third party thereunder or require consent of an unaffiliated third party thereunder (except to the extent such provision is overridden by the UCC or other Requirements of Law), in each case, only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section 6.11;

(f)Margin Stock (to the extent a security interest therein would violate the provisions of the regulations of the Board of Governors, including Regulation T, Regulation U or Regulation X) and Equity Interests in any Person other than Wholly Owned Restricted Subsidiaries that cannot be pledged without the consent of unaffiliated third parties;

(g)any property or assets to the extent the creation or perfection of pledges thereof, or security interests therein, in each case as contemplated hereunder or under the Security Documents could reasonably be expected to result in material adverse tax consequences or material adverse regulatory consequences to the US Borrower or any of its Subsidiaries, as reasonably determined by the US Borrower;

(h)any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto and acceptance thereof by the United States Patent and Trademark Office, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of or void such intent-to-use trademark application or any registration that may issue therefrom under applicable federal law;

(i)particular assets if and for so long as, if reasonably agreed by the Administrative Agent and the US Borrower, the cost of creating a pledge or security interest in such assets exceed the practical benefits to be obtained by the Lenders therefrom;

(j)any Equity Interests of a Foreign Subsidiary or of a FSHCO in excess of 65% of the Equity Interests of such Foreign Subsidiary or FSHCO;

(k)any assets located outside the United States (other than the Goderich Mine which shall be mortgaged pursuant to the Goderich Mine Mortgage solely to secure the Obligations of the Canadian Borrower and the UK Borrower) to the extent that such assets require action under the law of any non-US jurisdiction to create or perfect a security interest in such assets under such non-US jurisdiction, including any Intellectual Property registered in any non-US jurisdiction; and

(l)Equity Interests in Receivables Entities and any intercompany Indebtedness owing by any Receivables Entity to the applicable Receivables Seller representing the discount on the Receivables sold to such Receivables Entity by such Receivables Seller;

provided, however, that Excluded Assets shall not include any proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (a) through (l) (unless such proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (a) through (k)).

“Excluded Information” shall mean any non-public information with respect to the US Borrower or its Subsidiaries or any of their respective securities to the extent such information could have a material effect upon, or otherwise be material to, an assigning Term Lender’s decision to assign Term Loans or a purchasing Term Lender’s decision to purchase Term Loans.

“Excluded Perfection Assets” shall mean:

(a) motor vehicles and other assets subject to certificates of title (in each case to the extent not constituting inventory) and airplanes;

(b) letter of credit rights, except to the extent constituting supporting obligations for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement or another method that is required by the Security Documents for such other Collateral;

(c) cash and Cash Equivalents (other than proceeds of Collateral as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement or automatically), deposit accounts (in each case, other than proceeds of Collateral held in such accounts as to which perfection of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement or automatically and other than any Collateral Account (as defined in the Guarantee and Collateral Agreement)) and any other assets requiring perfection through control agreements or by “control” (other than (i) in respect of Equity Interests in the US Borrower and in Restricted Subsidiaries or (ii) as provided for in the Guarantee and Collateral Agreement); and

(d) particular assets if and for so long as, if reasonably agreed by the Administrative Agent and the US Borrower, the cost of perfecting a pledge or security interest in such assets exceed the practical benefits to be obtained by the Lenders therefrom.

“Excluded Subsidiary” shall mean (a) any Subsidiary that is not a Wholly Owned Subsidiary of the US Borrower, (b) solely in respect of a guarantee of (and the creation of a Lien to secure) the Obligations of the US Borrower or of any Domestic Subsidiary Guarantor, (i) any Foreign Subsidiary, (ii) any direct or indirect Subsidiary of a CFC, and (iii) any FSHCO, (c) any Unrestricted Subsidiary, (d) any Immaterial Restricted Subsidiary, (e) any Receivables Entity (or similar entity), (f) any captive insurance Subsidiary, (g) any not-for-profit Subsidiary, (h) any Subsidiary that is prohibited by any applicable Requirement of Law or Contractual Obligation from guaranteeing the Obligations or which would require a consent, approval, license or authorization of any Governmental Authority to provide such a guarantee (unless such consent, approval, license or authorization has been received and in any event only for so long as such restriction exists, and with respect to any such restriction under a Contractual Obligation, only to the extent existing on the Restatement Effective Date or on the date the applicable Person becomes a Subsidiary and not entered into in contemplation thereof) and (i) any other Subsidiary with respect to which, in the reasonable judgment of the US Borrower and the Administrative Agent, the burden or cost of such entity providing a guarantee or pledging assets to secure the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any and all keepwell, support and/or other guarantee agreements for the benefit of such Guarantor made by the other Loan Parties) at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated) or franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of any Recipient, US federal withholding Taxes imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan

or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by any Borrower under Section 2.25) or (ii) such Recipient (if the Recipient is a Lender or an Issuing Bank) changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(h) or Section 2.20(i), (d) any withholding Taxes imposed under FATCA, (e) withholding Taxes payable under Part XIII of the Income Tax Act (Canada) that are imposed on amounts payable to or for the account of a Recipient as a consequence of such Recipient not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Canadian Borrower at the time of such payment, (f) withholding Taxes payable under Part XIII of the Income Tax Act (Canada) that are imposed on amounts payable to or for the account of Recipient as a consequence of the Recipient being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Canadian Borrower, or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Canadian Borrower, (g) in the case of any Recipient, any Canadian withholding tax that is imposed on amounts payable to or for the account of such Recipient with respect to an applicable interest in the Loan or Commitment at the time such Lender (i) becomes a party to this Agreement (other than pursuant to an assignment request by the Canadian Borrower under Section 2.25), or (ii) if the Recipient is a Lender or an Issuing Bank, changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient's assignor immediately before such Recipient became a party hereto or to such Recipient immediately before it changed its lending office and (h) any Bank Levy.

“Executive Order No. 13224” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same as been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit Agreement” shall mean the Credit Agreement dated as of April 20, 2016 (as amended, supplemented or otherwise modified prior to the Restatement Effective Date), among the Borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Existing Letters of Credit” shall mean the letters of credit described in Annex A.

“Extended Revolving Commitment” shall have the meaning set forth in Section 2.27(b)(i).

“Extended Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Extended Revolving Loan” shall mean any loan made pursuant to an Extended Revolving Commitment.

“Extended Term Commitment” shall mean a commitment of an Extending Term Lender to make Extended Term Loans in accordance with Section 2.27.

“Extended Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Extended Term Loans” shall have the meaning set forth in Section 2.27(a)(i).

“Extending Revolving Lender” shall have the meaning set forth in Section 2.27(b)(i).

“Extending Term Lender” shall have the meaning set forth in Section 2.27(a)(i).

“Extension” shall mean a Term Loan Extension or a Revolving Extension.

“Extension Amendment” shall have the meaning set forth in Section 2.27(d).

“Extension Offer” shall mean a Term Loan Extension Offer or a Revolving Extension Offer.

“Extension Series” shall mean any Term Loan Extension Series or any Revolving Extension Series, as the case may be.

“FASB ASC” shall mean the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements entered into in accordance with the foregoing, any legislation or other guidance implementing such intergovernmental agreements and any official interpretations thereof.

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided, however, that if such rate shall be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.

“Federal Reserve Bank of New York’s Website” shall mean the website of the NYFRB at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“First Incremental Amendment” shall mean the Incremental Amendment dated as of September 28, 2016, among each Borrower, the Administrative Agent and the Lenders party thereto.

“First Incremental Effective Date” shall mean the date on which the First Incremental Amendment became effective in accordance with its terms.

“Flood Certificate” shall mean a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

"Flood Insurance Laws" means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by any Group Member under any applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Group Member, or the imposition on any Group Member of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Guarantee Agreement” shall mean the Foreign Guarantee Agreement, dated as of the Closing Date and executed and delivered by the Borrowers and each Subsidiary Guarantor.

“Foreign Lender” shall mean a Lender that is not a US Person.

“Foreign Loan Party” shall mean the Canadian Borrower, the UK Borrower and each Foreign Subsidiary Guarantor.

“Foreign Pension Plan” shall mean any plan, fund (including any superannuation fund) or other similar program (including any Canadian Pension Plan) established or maintained outside the United States of America by the US Borrower or any one or more of its Restricted Subsidiaries primarily for the benefit of employees of the US Borrower or any of its Restricted Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Restricted Subsidiary” shall mean any Restricted Subsidiary that is a Foreign Subsidiary.

“Foreign Subsidiary” shall mean any Subsidiary of the US Borrower that is not a Domestic Subsidiary.

“Foreign Subsidiary Guarantor” shall mean each Subsidiary Guarantor that is a Foreign Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Lender, such Defaulting Lender’s Revolving Percentage of outstanding Swing Line Loans made by such Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“FSHCO” shall mean any entity substantially all the assets of which consist of Equity Interests and/or debt interests of one or more CFCs.

“Funded Debt” shall mean, with respect to any Person, all Indebtedness of such Person of the types described in (a) clauses (a) through (e) of the definition of “Indebtedness” as would be required to be reflected on the liability side of a balance sheet of such Person in accordance with GAAP as determined on a consolidated basis, (b) solely with respect to letters of credit, bankers’ acceptances and similar facilities that have been drawn but not yet reimbursed, clause (f) of the definition of “Indebtedness” and (c) clauses (h) and (i) of the definition of “Indebtedness” in respect of Indebtedness of other Persons of the type described in the immediately preceding clauses (a) and (b).

“GAAP” shall mean generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States of America, that are applicable to the circumstances as of the date of determination, consistently applied.

“Goderich Mine” shall mean (a) all freehold lands owned by the Canadian Borrower at the Goderich mine site, in the County of Huron, in the Province of Ontario, Canada; (b) that certain mining lease no. 107377 between the Canadian Borrower and the Province of Ontario as represented by the Minister of Northern Development and Mines; (c) all salt already found or which may hereafter be found to exist in or under the foregoing; (d) each lease made between the Canadian Borrower and The Corporation of the Town of Goderich with respect to port lands; and (e) the rights of the Canadian Borrower pursuant to the port user agreement, right of first refusal agreements and other port related agreements made from time to time among the Town of Goderich, Goderich Port Management Corporation and the Canadian Borrower.

“Goderich Mine Mortgage” shall mean a registered demand debenture in the nominal principal amount of $100,000,000 made by the Canadian Borrower in favor of the Administrative Agent, for the benefit of the Secured Parties, creating a first-ranking charge over the Goderich Mine.

“Governmental Act” shall mean any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” shall have the meaning set forth in Section 9.06(f).

“Grantor” shall mean any Loan Party that is party to the Guarantee and Collateral Agreement.

“Group Member” shall mean each of the US Borrower and its Restricted Subsidiaries and “Group Members” shall refer to each such Person, collectively.

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, dated as of the Closing Date and executed and delivered by the Administrative Agent, the US Borrower and each Domestic Subsidiary Guarantor.

“Guarantee Obligation” shall mean, with respect to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit), if to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (1) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (2) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation

and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the US Borrower in good faith.

“Guarantors” shall mean the collective reference to the US Borrower and the Subsidiary Guarantors.

“Hedge Bank” shall mean any Person that is a counterparty to a Swap Contract permitted under Article VI and that (a) is an Agent or an Arranger (or an Affiliate of an Agent or an Arranger), (b) at the time it enters into such Swap Contract, is a Lender (or an Affiliate of a Lender), (c) if such Swap Contract is in effect on the Closing Date, is a Lender (or an Affiliate of a Lender) as of the Closing Date, or (d) if such Swap Contract is in effect on the Restatement Effective Date, is a Lender (or an Affiliate of a Lender) as of the Restatement Effective Date, in each case in its capacity as a party to such Swap Contract.

“Highest Lawful Rate” shall mean the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Historical Audited Financial Statements” shall mean the audited consolidated balance sheets of the US Borrower and its Restricted Subsidiaries as at the end of the fiscal years ended 2016, 2017 and 2018 and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows for such fiscal years, including the notes thereto.

“HMRC” shall mean H.M. Revenue & Customs of the United Kingdom.

“HMRC DT Treaty Passport Scheme” shall mean HMRC’s Double Taxation Treaty Passport scheme.

“Immaterial Restricted Subsidiary” shall mean any Restricted Subsidiary (other than a Borrower) designated by the US Borrower, in writing to the Administrative Agent, as an “Immaterial Restricted Subsidiary” if and for so long as such Restricted Subsidiary does not have (a) total assets as of the last day of the most recently ended fiscal quarter of the US Borrower for which financial statements are available exceeding 5% of the Consolidated Total Assets and (b) total revenues for the most recent four fiscal quarter period of the US Borrower for which financial statements are available exceeding 5% of the total revenues of the US Borrower and its Restricted Subsidiaries, on a consolidated basis, for such period; provided that (i) the aggregate amount of total assets of all Immaterial Restricted Subsidiaries as of the last day of any fiscal quarter of the US Borrower for which financial statements are required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, may not exceed 10% of the Consolidated Total Assets and (ii) the aggregate total revenues of all Immaterial Restricted Subsidiaries for the most recent four fiscal quarter period of the US Borrower for which financial statements are required to have been delivered

pursuant to Section 5.01(a) or Section 5.01(b), as applicable, may not exceed 10% of the total revenues of the US Borrower and its Restricted Subsidiaries, on a consolidated basis, for such period; provided, further, that the US Borrower may designate, in writing to the Administrative Agent, any Immaterial Restricted Subsidiary as a Material Restricted Subsidiary in order to cause the above required terms to be satisfied.

“Incremental Amendment” shall have the meaning set forth in Section 2.26(f).

“Incremental Commitments” shall have the meaning set forth in Section 2.26(a).

“Incremental Equivalent Indebtedness” shall have the meaning set forth in Section 6.01(r).

“Incremental Facility Closing Date” shall have the meaning set forth in Section 2.26(d).

“Incremental Lenders” shall have the meaning set forth in Section 2.26(c).

“Incremental Loan” shall have the meaning set forth in Section 2.26(b).

“Incremental Loan Request” shall have the meaning set forth in Section 2.26(a).

“Incremental Revolving Commitments” shall have the meaning set forth in Section 2.26(a).

“Incremental Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Incremental Revolving Lender” shall have the meaning set forth in Section 2.26(c).

“Incremental Revolving Loan” shall have the meaning set forth in Section 2.26(b).

“Incremental Term Commitments” shall have the meaning set forth in Section 2.26(a).

“Incremental Term Lender” shall have the meaning set forth in Section 2.26(c).

“Incremental Term Loan” shall have the meaning set forth in Section 2.26(b).

“Incremental Term Loan Facility” shall mean a term loan facility established pursuant to Section 2.26.

“Incremental Tranche A-1 Term Loans” shall mean the Incremental Term Loans made to the US Borrower on the First Incremental Effective Date in accordance with Section 1 of the First Incremental Amendment.

“Indebtedness” shall mean, of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services, including seller notes or earn-out obligations appearing on such Person’s balance sheet in accordance with GAAP (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures, loan agreements or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement

in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations, Purchase Money Obligations or Attributable Indebtedness of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under bankers’ acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Equity Interests of such Person, (h) all Attributable Receivables Indebtedness, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (k) for the purposes of Section 6.01 and Section 7.01(e) only, all obligations of such Person in respect of Swap Contracts.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.05(b).

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” shall have the meaning set forth in Section 9.05(b).

“Intellectual Property” shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States of America, state, provincial, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, service-marks, technology, know-how and processes, recipes, formulas, trade secrets, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreements” shall have the meaning set forth in the Guarantee and Collateral Agreement.

“Intercreditor Agreements” shall mean, collectively, the Pari Passu Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case to the extent in effect.

“Interest Payment Date” shall mean (a) as to any Eurocurrency Loan, the last day of each Interest Period applicable to such Eurocurrency Loan and the final maturity date of such Eurocurrency Loan; provided, however, that, if any Interest Period for a Eurocurrency Loan is longer than three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, Canadian Prime Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the applicable Maturity Date of such Loan.

“Interest Period” shall mean, with respect to any Eurocurrency Loan, the period commencing on the date such Eurocurrency Loan is disbursed or converted to or continued as a Eurocurrency

Loan and ending on the date that is one, two, three or six months thereafter (in each case, subject to availability), as selected by a Borrower in its Borrowing Notice, or such other period that is 12 months or less that is requested by a Borrower and consented to by all relevant Lenders; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurocurrency Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the applicable Maturity Date.

“Interpolated Rate” shall mean, at any time, for any Interest Period, (a) with respect to any Eurocurrency Loan denominated in Dollars, Euros or Sterling (or for purposes of determining the Base Rate in accordance with clause (c) of the definition thereof and assuming an Interest Period of one month), the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (i) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available for the applicable currency that is shorter than such Interest Period and (ii) the LIBO Screen Rate for the shortest period for which the LIBO Screen Rate is available for the applicable currency that is longer than such Interest Period, in each case, at such time and (b) with respect to any Eurocurrency Loan denominated in Canadian Dollars (or for purposes of determining the Canadian Prime Rate in accordance with clause (b) of the definition thereof and assuming an Interest Period of one month), the rate per annum (rounded to the same number of decimal places as the CDOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (i) the CDOR Screen Rate for the longest period for which the CDOR Screen Rate is available that is shorter than such Interest Period and (ii) the CDOR Screen Rate for the shortest period for which the CDOR Screen Rate is available that is longer than such Interest Period, in each case, at such time.

“Inventory Assets” shall mean inventory from time to time owned by any Restricted Subsidiary of the US Borrower.

“Investment” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of

covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment (including without regard to any write-downs or write-offs).

“Investment Grade Rating” shall mean, for any Person, that such Person has received and maintains both (a) a public corporate credit rating from S&P of BBB- or better and (b) a public corporate family rating of Baa3 or better from Moody’s.

“IRS” shall mean the United States Internal Revenue Service.

“Issuing Bank” shall mean JPMorgan Chase Bank, N.A., The Bank of Nova Scotia and any other Revolving Lender from time to time designated by the US Borrower as an Issuing Bank pursuant to Section 2.07(i) (in each case, other than any Person that shall have ceased to be an Issuing Bank in accordance with the terms hereof). Any reference to “Issuing Bank” herein shall, except as the context may otherwise require, be to the Issuing Bank that issues a particular Letter of Credit. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit (including Existing Letters of Credit) to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch.

“ITA 2007” means the United Kingdom Income Tax Xxx 0000.

“Junior Indebtedness” shall mean, collectively, the Senior Notes and any Indebtedness of any Group Member that is by its terms subordinated in right of payment to all or any portion of the Obligations.

“Junior Lien Intercreditor Agreement” shall mean a customary intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, to be entered into by and among the US Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent and one or more Other Debt Representatives.

“Landlord Consent and Estoppel” shall mean, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Loan Party tenant, such Landlord Consent and Estoppel to be in form and substance reasonably acceptable to the Administrative Agent, but in any event sufficient for the Administrative Agent to obtain a Title Policy with respect to such Mortgage.

“Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Original Term Loan, Incremental Term Loan, Extended Term Loan, Refinancing Term Loan, Original Revolving Loan, Incremental Revolving Loan, Extended Revolving Loan, Other Revolving Loan, Original Term Loan Commitment, Incremental Term Commitment, Extended Term Commitment, Refinancing Term Commitment, Original Revolving Commitment, Incremental

Revolving Commitment, Extended Revolving Commitment or Other Revolving Commitment, in each case, as extended in accordance with this Agreement from time to time.

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Loan.

“L/C Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s L/C Commitment is set forth on Annex B-3 or, if an Issuing Bank has been designated in accordance with Section 2.07(i), is the amount set forth for such Issuing Bank as its L/C Commitment in the Register.

“L/C Credit Extension” shall mean, with respect to any Letter of Credit, the issuance thereof, extension of the expiry date thereof or increase in the amount thereof.

“L/C Obligations” shall mean, at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit (including any and all Letters of Credit for which documents have been presented that have not been honored or dishonored) plus (b) the Dollar Equivalent of the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.07(d) or Section 2.07(e). For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 and Rule 3.14 of The International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (“ISP98”), if such Letter of Credit is governed by ISP98, or by operation of Rule 29(a) of The Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce, 2007 Revision, Publication No. 600 (“UCP 600”), if such Letter of Credit is governed by UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. The L/C Obligations of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Obligations at such time.

“LCA Election” shall mean the US Borrower’s election to treat a specified Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition, which election shall be made in writing to the Administrative Agent on or prior to the date the definitive agreement for such Permitted Acquisition or other Investment is executed.

“LCA Test Date” shall have the meaning set forth in Section 1.08(c).

“Leasehold Property” shall mean any leasehold interest of any Loan Party as lessee under any lease of real property.

“Lenders” shall have the meaning set forth in the preamble hereto and, unless the context otherwise requires, includes each Issuing Bank and the Swing Line Lender.

“Letter of Credit” shall mean a standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement.

“Letter of Credit Application” shall mean an application, in such form as the relevant Issuing Bank may specify from time to time, requesting such Issuing Bank to issue a Letter of Credit.

“Letter of Credit Commitment Period” shall mean the period beginning on the Restatement Effective Date and ending on the Revolving Termination Date with respect to the Original Revolving Commitments and Original Revolving Loans.

“Letter of Credit Fees” shall have the meaning set forth in Section 2.09(b).

“Letter of Credit Sublimit” shall mean the lesser of (i) $50,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“LIBO Screen Rate” shall have the meaning set forth in the definition of “Eurocurrency Base Rate”.

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien (statutory or other), judgment liens, pledge, encumbrance, claim, charge, assignment, hypothecation, deposit arrangement, security interest or encumbrance of any kind or any arrangement to provide priority or preference in the nature of a security interest or any filing of any financing statement under the UCC, PPSA or any other similar notice of Lien under any similar notice or recording statute of any Governmental Authority, including any easement, servitude, right-of-way or other encumbrance on title to real property, in each of the foregoing cases whether voluntary or imposed or arising by operation of law, and any agreement to give any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” shall mean any Permitted Acquisition or other Investment permitted hereunder by the US Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” shall mean any extension of credit by a Lender to a Borrower under this Agreement in the form of a Term Loan, Revolving Loan or Swing Line Loan.

“Loan Documents” shall mean, collectively, (i) this Agreement, (ii) the Notes, (iii) the Security Documents, (iv) the Foreign Guarantee Agreement, (v) the Brazilian Foreign Guarantee Agreement, (vi) each Intercreditor Agreement to the extent then in effect, (vii) each Letter of Credit Application, (viii) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (ix) the Restatement Agreement and (x) all other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Loan Party for the benefit of any Agent, Issuing Bank or Lender in connection herewith on or after the date hereof.

“Loan Parties” shall mean, collectively, each Borrower and each Guarantor.

“Local Time” shall mean (a) with respect to a Loan or Borrowing made to, or a Letter of Credit issued for the account of, the US Borrower, New York City time; (b) with respect to a Loan or Borrowing made to the Canadian Borrower, Toronto time; and (c) with respect to a Loan or Borrowing made to the UK Borrower, London time.

“Margin Stock” shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Master Agreement” shall have the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” shall mean a material adverse effect on and/or material adverse developments with respect to (a) the business, financial condition or results of operation of the Group Members taken as a whole; (b) the ability of any Loan Party to fully and timely perform its Obligations; or (c) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any other Secured Party under any Loan Document.

“Material Indebtedness” shall mean Indebtedness (other than the Loans, the Letters of Credit and the Guarantee Obligations under the Loan Documents) of any one or more Group Members in an aggregate principal amount of $40,000,000 or more. For purposes of determining “Material Indebtedness”, the “principal amount” of any Swap Contract at any time shall be the Swap Termination Value of such Swap Contract at such time.

“Material Real Property” shall mean any Real Property, or group of related tracts of Real Property, acquired (whether in a single transaction or a series of transactions) or owned in fee or leased by any Loan Party, in each case, in respect of which the fair market value (including the fair market value of improvements owned or leased by such Loan Party and located thereon) on such date of determination exceeds $15,000,000. For purposes of clarity, “Material Real Property” shall include the Goderich Mine.

“Material Restricted Subsidiary” shall mean any Restricted Subsidiary other than any Immaterial Restricted Subsidiary.

“Materials of Environmental Concern” shall mean any petroleum or petroleum derivatives, radioactive materials (including NORM), polychlorinated biphenyls, radon gas, chlorofluorocarbons and other ozone-depleting substances and other material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning), or that could give rise to liability under any Environmental Law.

“Maturity Date” shall mean the Term Loan Maturity Date or the Revolving Termination Date, as applicable.

“Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to the L/C Obligations of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Banks in their sole discretion.

“Minimum Extension Condition” shall have the meaning set forth in Section 2.27(c).

“Moody’s” shall mean Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgaged Properties” shall mean, as of the Restatement Effective Date, all Real Property listed on Schedule 1.01(a), as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages, and each other parcel of Real Property owned or leased by a Loan Party with respect to which a Mortgage is granted pursuant to Section 5.12(c).

“Mortgages” shall mean each of the mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document creating or purporting to create a Lien on any Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties. Each Mortgage shall be reasonably satisfactory in form and substance to the Administrative Agent and the Borrower.

“Multiemployer Plan” shall mean a Plan that is a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) received by any Group Member, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, consulting fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document or any Lien on all or any part of the Collateral), and other customary fees and expenses actually incurred by any Group Member in connection therewith; (ii) Taxes paid or reasonably estimated to be payable by any Group Member as a result thereof; (iii) the amount of any reasonable reserve established in accordance with GAAP against any liabilities (other than any taxes deducted pursuant to clause (ii) above) (A) associated with the assets that are the subject of such event and (B) retained by any Group Member, provided that the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such event occurring on the date of such reduction and (iv) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of any Group Member as a result thereof and (b) in connection with any issuance of any Equity Interests or issuance or sale of debt securities or instruments or the incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of each Lender, each affected Lender or each Lender

or each affected Lender with respect to a particular Class of Loans, in each case, in accordance with the terms of Section 9.01 and (ii) has been approved by the Required Lenders (or, in the case of any consent, waiver or amendment that requires the approval of each Lender or each affected Lender with respect to a particular Class of Loans, the Required Class Lenders of such Class).

“Non-Core Assets” shall mean assets with an aggregate fair market value of not more than $5,000,000.

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Public Information” shall mean information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD promulgated by the SEC under the Securities Act and the Exchange Act.

“Note” shall mean any promissory note evidencing any Loan.

“NYFRB” shall mean the Federal Reserve Bank of New York.

“NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or, for any day that is not a Business Day, for the immediately preceding Business Day); provided, however, that, if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a Federal funds transaction quoted at 11:00 a.m., New York City time, on such day to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided further, however, that if any of the aforesaid rates shall be less than zero, then such rate shall be deemed to be zero for all purposes of this Agreement.

“Obligations” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any proceeding under any Debtor Relief Law, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities owed by any Group Member to any Agent, any Arranger, any Issuing Bank, any Lender or any Hedge Bank or Cash Management Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Arranger, any Agent, any Issuing Bank or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise. Notwithstanding the foregoing, Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

“Organizational Documents” shall mean, collectively, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation or articles of incorporation and by-laws (or similar constitutive documents) of such Person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constitutive documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constitutive documents) of such Person (and, where applicable, the equity holders or shareholders registry of such Person), (iv) in the case of any general partnership, the partnership agreement (or similar constitutive document) of such Person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such Person.

“Original Revolving Commitments” shall mean the commitments of the Revolving Lenders in effect as of the Restatement Effective Date to fund Revolving Loans pursuant to Section 2.04(a), as further described in clause (a) of the definition of “Revolving Commitment”.

“Original Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Original Revolving Loans” shall mean the Revolving Loans made by Lenders to the Borrowers under the Original Revolving Commitments pursuant to Section 2.04(a) or pursuant to Section 3 of the Restatement Agreement.

“Original Term Loan Commitments” shall have the meaning assigned to the term “Restatement Term Commitments” in the Restatement Agreement.

“Original Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Original Term Loans” shall mean the term loans made by Lenders to the US Borrower pursuant to Section 4 of the Restatement Agreement as of the Restatement Effective Date.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Debt Representative” shall mean, with respect to any series of Permitted Pari Passu Refinancing Debt, any series of Permitted Junior Refinancing Debt or any Indebtedness issued or incurred pursuant to Section 6.01(r) that is secured by the Collateral on an equal priority basis (but without regard to control of remedies) with, or on a junior basis to, the Credit Facilities, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or

agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Other Revolving Commitments” shall mean one or more Classes of revolving commitments hereunder that result from a Refinancing Amendment.

“Other Revolving Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Other Revolving Loans” shall mean one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.25).

“Overnight Bank Funding Rate” shall mean, for any date, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by US-managed banking offices of depositary institutions, as such composite rate shall be determined by the NYFRB as set forth on the Federal Reserve Bank of New York’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“Pari Passu Intercreditor Agreement” shall mean a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent to be entered into by and among the US Borrower, the other Loan Parties from time to time party thereto, the Administrative Agent and one or more Other Debt Representatives.

“Participant” shall have the meaning set forth in Section 9.06(d).

“Participant Register” shall have the meaning set forth in Section 9.06(d).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Payment in Full” shall mean (a) the termination of all Commitments, (b) the cancellation or expiration of each Letter of Credit (except to the extent cash collateralized or backstopped, in

each case, in a manner agreed to by the US Borrower and the applicable Issuing Bank or as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made) and (c) the payment in full in cash of all Loans and other amounts owing to any Lender, any Agent or any Arranger in respect of the Obligations (other than (i) contingent or indemnification obligations not then due and (ii) obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements).

“Payment Office” shall mean, with respect to any currency, the office specified from time to time by the Administrative Agent as its payment office with respect to such currency by notice to the US Borrower and the Lenders.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Perfection Certificate” shall mean a certificate in form satisfactory to the Administrative Agent that provides information with respect to the assets of each Domestic Loan Party.

“Permits” shall mean any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, and rights of way.

“Permitted Acquisition” shall mean any transaction or series of related transactions by the US Borrower or any Wholly Owned Restricted Subsidiary for the direct or indirect (a) acquisition of all or substantially all of the Property of any Person, or of all or substantially all of any business or division of any Person, (b) acquisition of all or substantially all of the Equity Interests of any Person that the US Borrower or any Wholly Owned Restricted Subsidiary do not already own in such Person, and otherwise causing such Person to become a Restricted Subsidiary or (c) merger or consolidation or any other combination with any Person, in the case of each of clauses (a), (b) and (c), if each of the following conditions is met, or if the Required Lenders have otherwise consented in writing thereto:

(i) no Event of Default has occurred and is continuing or would result therefrom;

(ii) after giving pro forma effect to such transaction, the Consolidated First Lien Leverage Ratio, determined on a pro forma basis as of the last day of the most recently ended Test Period, is no greater than 3.00:1.00;

(iii) the Person to be acquired shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01;

(iv) the aggregate consideration in respect of Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition, and in respect of assets that are acquired by Persons that are not Loan Parties in connection with such acquisition, shall not for all such acquisitions exceed $50,000,000;

(v) the Property, business, division or Person so acquired is involved solely in a business permitted under Section 6.12;

(vi) all actions required to be taken with respect to any Property, business, division or Person so acquired under Section 5.12 and Section 5.13 shall have been taken (or arrangements for the taking of such actions reasonably satisfactory to the Administrative Agent shall have been made); and

(vii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Requirements of Law.

“Permitted Equity Liens” shall mean Liens permitted under Section 6.02(a), Section 6.02(c), Section 6.02(j), Section 6.02(u), Section 6.02(v), Section 6.02(w) and Section 6.02(x).

“Permitted Junior Refinancing Debt” shall mean secured Indebtedness incurred solely by the US Borrower in the form of one or more series of junior lien secured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is secured by all or less than all of the Collateral on a basis junior in priority to the Liens securing the Obligations hereunder and the obligations in respect of any Permitted Pari Passu Refinancing Debt and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Junior Refinancing Debt, and any Revolving Commitments so refinanced shall be concurrently terminated; (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (vi) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness), (vii) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative

Agent) and (viii) an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder to such Junior Lien Intercreditor Agreement in substantially the form provided in such Junior Lien Intercreditor Agreement. Permitted Junior Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Liens” shall mean the collective reference to Liens permitted by Section 6.02.

“Permitted Pari Passu Refinancing Debt” shall mean any secured Indebtedness incurred solely by the US Borrower in the form of one or more series of senior secured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is secured by all or less than all of the Collateral on an equal priority basis (but without regard to control of remedies) with the Liens securing the Obligations hereunder and is not secured by any property or assets other than the Collateral, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Pari Passu Refinancing Debt, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness has a maturity no earlier than the maturity of, and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of, the Refinanced Debt, (vi) such Indebtedness is not subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Indebtedness is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Term Loans hereunder pursuant to Section 2.11, (vii) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness), (viii) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (ix) an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement or, if a Pari Passu Intercreditor Agreement has previously been entered into, execute a joinder to such Pari Passu Intercreditor Agreement in substantially the form provided in such Pari Passu

Intercreditor Agreement and (x) if applicable, an Other Debt Representative validly acting on behalf of the holders of such Indebtedness shall have become party to a Junior Lien Intercreditor Agreement or, if a Junior Lien Intercreditor Agreement has previously been entered into, execute a joinder to such Junior Lien Intercreditor Agreement in substantially the form provided in such Junior Lien Intercreditor Agreement. Permitted Pari Passu Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Prior Liens” shall mean Liens permitted pursuant to Section 6.02 (other than Section 6.02(a), Section 6.02(k), Section 6.02(w), Section 6.02(x) and Section 6.02(y)).

“Permitted Receivables Facility” means the receivables facility or facilities created under the Permitted Receivables Facility Documents providing for the sale, contribution, assignment or other transfer (including a “back-up” security interest pledge) by the Borrower and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets to the Receivables Entity (either directly or through another Receivables Seller) for fair market value (as determined in good faith by the Borrower), which in turn shall sell, assign, transfer or pledge interests in the respective Permitted Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Receivables Facility Documents (with the Receivables Entity permitted to issue notes or other evidences of Indebtedness secured by Permitted Receivables Facility Assets or investor certificates, purchased interest certificates or other similar documentation evidencing interests in the Permitted Receivables Facility Assets) in return for the cash used by the Receivables Entity (together with any cash Investment or other capital contribution received by the Receivables Entity and/or any intercompany Indebtedness issued by the Receivables Entity to a Receivables Seller) to purchase the Permitted Receivables Facility Assets from the Borrower and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents.

“Permitted Receivables Facility Assets” means (a) Receivables and equitable, beneficial or undivided interests in Receivables (whether now existing or arising in the future) of the Borrower and the Restricted Subsidiaries which are sold, assigned or otherwise transferred (including by way of a “back-up” security interest pledge) to the Receivables Entity pursuant to the Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so sold, assigned or otherwise transferred to, or established by or on behalf of, the Receivables Entity, and all collections or other proceeds thereof, (b) loans to the Borrower and the Restricted Subsidiaries secured by Receivables (whether now existing or arising in the future) of the Borrower and the Restricted Subsidiaries which are made pursuant to the Permitted Receivables Facility and (c) investments by or cash belonging to a Receivables Entity credited to accounts owned by the Borrower or any Subsidiary.

“Permitted Receivables Facility Documents” means each of the documents and agreements entered into in connection with the Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests, or the issuance of notes or other evidence of Indebtedness secured by such notes, all of which

documents and agreements (including any amendments thereto) shall be customary for transactions of this type (in the good faith determination of the Borrower).

“Permitted Receivables Related Assets” means any other assets or contractual rights that are customarily transferred or established, or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or other proceeds of any of the foregoing, including guarantees, insurance policies and underlying collateral.

“Permitted Refinancing Debt” shall mean any modification, refinancing, refunding, renewal or extension of any Indebtedness; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder; (ii) such modification, refinancing, refunding, renewal or extension has a maturity no earlier than the maturity of, and a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended; (iii) at the time thereof, no Default or Event of Default shall have occurred and be continuing; (iv) if the Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured, such modification, refinancing, refunding, renewal or extension is unsecured; (v) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended; (vi) if the Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such modification, refinancing, refunding, renewal or extension is secured by no more collateral than the Indebtedness being modified, refinanced, refunded, renewed or extended; (vii) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subject to an Intercreditor Agreement, an Other Debt Representative validly acting on behalf of the holders of such modified, refinanced, refunded, renewed or extended Indebtedness shall become a party to such Intercreditor Agreement and (viii) the primary obligors and guarantors in respect of such Indebtedness being modified, refinanced, refunded, renewed or extended remain the same (or constitute a subset thereof).

“Permitted Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred solely by the US Borrower in the form of one or more series of senior or subordinated unsecured notes or loans pursuant to a credit agreement, indenture or other agreement (other than this Agreement); provided that (i) such Indebtedness is not secured by any Lien, (ii) such Indebtedness is not guaranteed by any Person other than the Guarantors, (iii) such Indebtedness is issued, incurred or otherwise obtained solely to refinance, in whole or part, Refinanced Debt, and the proceeds thereof shall be substantially contemporaneously applied to prepay such Refinanced Debt, interest

and any premium (if any) thereon, and fees and expenses incurred in connection with such Permitted Unsecured Refinancing Debt, and any Revolving Commitments so refinanced shall be concurrently terminated, (iv) such Indebtedness (including, if such Indebtedness includes any Revolving Commitments, the unused amount of such Revolving Commitments) is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments, the applicable amount thereof), plus accrued and unpaid interest, any premium, and fees and expenses reasonably incurred in connection therewith, (v) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the Latest Maturity Date at the time such Indebtedness is incurred and (vi) the terms and conditions of such Indebtedness (other than with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to or (taken as a whole) no more favorable to the lenders or holders providing such Indebtedness than the terms and conditions applicable to the Refinanced Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness). Permitted Unsecured Refinancing Debt shall include any Registered Equivalent Notes issued in exchange therefor.

“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” shall mean any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by, the US Borrower or any of its ERISA Affiliates or with respect to which the US Borrower or any of its ERISA Affiliates has or could reasonably be expected to have liability, contingent or otherwise, under ERISA.

“Platform” shall mean Debt Domain, IntraLinks, SyndTrak or a substantially similar electronic transmission system.

“Pledged Equity Interests” shall have the meaning set forth in the Guarantee and Collateral Agreement.

“PPSA” shall mean the Person Property Security Act (Ontario).

“Prime Rate” shall mean the rate of interest per annum last quoted by The Wall Street Journal as the “prime rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other

loans at rates of interest at, above or below the Prime Rate. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Projections” shall have the meaning set forth in Section 3.04(b).

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Equity Interests.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” shall mean any Lender that does not wish to receive Non-Public Information with respect to the US Borrower or its Subsidiaries or their respective securities.

“Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets or the cost of installation, construction or improvement of any fixed or capital assets; provided, however, that (i) such Indebtedness is incurred within 90 days after such acquisition, installation, construction or improvement of such fixed or capital assets by such Person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be.

“QFC” shall have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).

“QFC Credit Support” shall have the meaning set forth in Section 9.23.

“Qualified Equity Interests” shall mean Equity Interests that are not Disqualified Equity Interests.

“Quotation Day” means, in respect of (a) the determination of the Eurocurrency Base Rate for any Interest Period for Loans denominated in Dollars or Euros, the day that is two Business Days prior to the first day of such Interest Period; and (b) the determination of the Eurocurrency Base Rate for any Interest Period for Loans denominated in Sterling, the first day of such Interest Period; in each case unless market practice differs for loans in the applicable currency priced by reference to rates quoted in the relevant interbank market, in which case the Quotation Day for such currency shall be determined by the Administrative Agent in accordance with market practice for loans in such currency priced by reference to rates quoted in the relevant interbank market (and if quotations would normally be given by leading banks for loans in such currency priced by reference to rates quoted in the relevant interbank market on more than one day, the Quotation Day shall be the last of those days).

“Ratio Calculation Date” shall have the meaning set forth in Section 1.08(a)(i).

“Real Property” shall mean all real property held or used by any Group Member, which the relevant Group Member owns in fee or in which it holds a leasehold interest as a tenant, including as of the Restatement Effective Date.

“Receivables” means all accounts receivable (including all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance).

“Receivables Entity” means a direct or indirect wholly-owned Restricted Subsidiary of the Borrower that engages in no activities other than in connection with the financing of Receivables acquired from the Receivables Sellers, that is designated (as provided below) as the “Receivables Entity” and that satisfies each of the following conditions: (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Borrower or any other Restricted Subsidiary (excluding Guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any other Restricted Subsidiary in any way (other than pursuant to Standard Securitization Undertakings) or (iii) subjects any property or asset of the Borrower or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Borrower nor any other Restricted Subsidiary has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower (as determined by the Borrower in good faith), and (c) to which neither the Borrower nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

“Receivables Sellers” means the Borrower and those Restricted Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.

“Recipient” shall mean (a) each Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Record Document” shall mean, with respect to any Leasehold Property, (a) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (b) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such

constructive notice upon recordation and otherwise in form reasonably satisfactory to the Administrative Agent.

“Recorded Leasehold Interest” shall mean a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrances of the affected real property.

“Recovery Event” shall mean the receipt by any Group Member of any cash payments or proceeds under any casualty insurance policy in respect of a covered loss thereunder or as a result of the taking of any assets of any Group Member by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, other than Recovery Events resulting in aggregate gross proceeds (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not exceeding (A) $5,000,000 with respect to any single Recovery Event or series of related Recovery Events and (B) $20,000,000 in the aggregate for all Recovery Events during any fiscal year of US Borrower.

“Refinanced Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness”.

“Refinancing Amendment” shall mean an amendment to this Agreement executed by the Borrowers, the Administrative Agent, each Additional Refinancing Lender and each Lender that agrees to provide any portion of Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans in each case in accordance with Section 2.28.

“Refinancing Series” shall mean all Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans that are established pursuant to the same Refinancing Amendment; provided that any Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans that are established pursuant to a subsequent Refinancing Amendment shall be a part of any previously established Refinancing Series to the extent that (i) such subsequent Refinancing Amendment expressly provides that the Refinancing Term Commitments, Refinancing Term Loans, Other Revolving Commitments or Other Revolving Loans, as applicable, provided for thereunder are intended to be a part of such previously established Refinancing Series and (ii) in the case of Refinancing Term Loans or Other Revolving Loans, the Refinancing Term Loans or Other Revolving Loans provided for under such Refinancing Amendment are fungible for United States federal income tax purposes with such previously established Refinancing Series. Refinancing Term Commitments or Other Revolving Commitments that, if and when drawn in the form of Refinancing Term Loans or Other Revolving Loans, would yield Refinancing Term Loans or Other Revolving Loans that are construed to be a part of any previously established Refinancing Series pursuant to clause (ii) above, shall also be construed to be a party of such previously established Refinancing Series.

“Refinancing Term Commitments” shall mean one or more Classes of Term Loan Commitments hereunder that are established to fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Term Loan Facility” shall have the meaning set forth in the definition of “Credit Facilities”.

“Refinancing Term Loans” shall mean one or more Classes of Term Loans hereunder that result from a Refinancing Amendment.

“Register” shall have the meaning set forth in Section 9.06(c).

“Registered Equivalent Notes” shall mean, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation D” shall mean Regulation D of the Board of Governors as in effect from time to time.

“Regulation H” shall mean Regulation H of the Board of Governors as in effect from time to time.

“Regulation T” shall mean Regulation T of the Board of Governors as in effect from time to time.

“Regulation U” shall mean Regulation U of the Board of Governors as in effect from time to time.

“Regulation X” shall mean Regulation X of the Board of Governors as in effect from time to time.

“Reimbursement Date” shall have the meaning set forth in Section 2.07(d).

“Reimbursement Obligation” shall mean the obligation of the US Borrower to reimburse each Issuing Bank pursuant to Section 2.07(d) for amounts drawn under Letters of Credit issued by such Issuing Bank.

“Related Assets” shall mean all assets that are customary transferred in connection with sales, factoring or securitizations involving Receivables Assets or Inventory Assets.

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” shall mean, with respect to Materials of Environmental Concern, any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration into or through the indoor or outdoor environment

(including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Materials of Environmental Concern).

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Required Class Lenders” shall mean, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders with respect to such Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.

“Required Lenders” shall mean, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Requirement of Law” shall mean, as to any Person, such Person’s Organizational Documents, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer” shall mean, as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event, with respect to financial matters, the chief financial officer of such Person. Unless otherwise qualified, all references to a “Responsible Officer” in this Agreement or in any other Loan Document shall refer to a Responsible Officer of the US Borrower.

“Restatement Agreement” shall mean the Amendment and Restatement Agreement dated as of November 26, 2019, among the Borrowers, the other Loan Parties party thereto, the Lenders and Issuing Banks party thereto and the Administrative Agent.

“Restatement Effective Date” shall have the meaning set forth in Section 2 of the Restatement Agreement.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restricted Subsidiary” shall mean any Subsidiary other than an Unrestricted Subsidiary (and, for the avoidance of doubt, will include the Canadian Borrower and the UK Borrower).

“Revolving Commitment” shall mean, as to each Revolving Lender, (a) its obligation to (i) make Revolving Loans to the Borrowers pursuant to Section 2.04(a), (ii) purchase participations in L/C Obligations in respect of Letters of Credit and (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name under the heading “Revolving Commitment” on Annex B-1 or, as the case may be, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement and (b) unless the context shall otherwise require, any commitment of such Revolving Lender under any Incremental Revolving Commitment, Extended Revolving Commitment and Other Revolving Commitment.

“Revolving Commitment Increase” shall have the meaning set forth in Section 2.26(a).

“Revolving Commitment Period” shall mean, for any Class of Revolving Commitments, the period beginning on the date on which such Class of Revolving Commitments is established (which, for the Original Revolving Commitments, will be the Restatement Effective Date) and ending on the Revolving Termination Date applicable for such Class of Revolving Commitments.

“Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the sum of (i) the Dollar Equivalent of the aggregate outstanding principal amount of all Revolving Loans of such Revolving Lender, (ii) the L/C Obligations of such Revolving Lender and (iii) the Swing Line Exposure of such Revolving Lender, in each case as of such date.

“Revolving Extension” shall have the meaning set forth in Section 2.27(b).

“Revolving Extension Offer” shall have the meaning set forth in Section 2.27(b).

“Revolving Extension Series” shall have the meaning set forth in Section 2.27(b).

“Revolving Facilities” shall mean the collective reference to the Original Revolving Facility and any Incremental Revolving Facility and, unless the context shall otherwise require, shall include any Extended Revolving Facility and Other Revolving Facility.

“Revolving Lender” shall mean each Lender that has a Revolving Commitment or holds Revolving Exposure.

“Revolving Loan” shall mean any Original Revolving Loan made pursuant to Section 2.04(a), any Incremental Revolving Loan and, unless the context otherwise requires, any Extended Revolving Loan and any Other Revolving Loan.

“Revolving Note” shall have the meaning set forth in Section 2.08(e).

“Revolving Percentage” shall mean, as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Exposure then outstanding constitutes of

the amount of the Total Revolving Exposure then outstanding); provided that, in the case of Section 2.24 (but not the definition of Fronting Exposure used therein), when a Defaulting Lender shall exist, “Revolving Percentage” shall mean the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (disregarding any Defaulting Lender’s Revolving Commitment).

“Revolving Termination Date” shall mean the earliest to occur of (a) (i) with respect to the Original Revolving Commitments and Original Revolving Loans, January 15, 2025, (ii) with respect to any Incremental Revolving Commitments and Incremental Revolving Loans, the final maturity date as specified in the applicable Incremental Amendment, (iii) with respect to any Extended Revolving Commitments and Extended Revolving Loans of a given Extension Series, the final maturity date as specified in the applicable Extension Amendment, (iv) with respect to any Other Revolving Commitments or Other Revolving Loans of a given Refinancing Series, the final maturity date as specified in the applicable Refinancing Amendment, (b) the date that the applicable Revolving Commitments are permanently reduced to zero pursuant to Section 2.10 or Section 2.11 and (c) the date of the termination of the applicable Revolving Commitments pursuant to Section 7.02.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx Financial, Inc., and any successor thereto.

“Sale and Leaseback” shall have the meaning set forth in Section 6.09.

“Sanctioned Country” shall mean, at any time, a country or territory that is subject to comprehensive Sanctions. For the avoidance of doubt, as of the Restatement Effective Date, Sanctioned Countries are the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria.

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or by the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons or (d) any other Person with whom dealings are prohibited under Sanctions.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the US government, including those administered by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or (b) the United Nations Security Council, the Government of Canada, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority.

“SEC” shall mean the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank; provided that the Cash Management Bank that is a party thereto shall not have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement, as applicable.

“Secured Hedge Agreement” shall mean any Swap Contract permitted under Article VI that is entered into by and between any Loan Party and any Hedge Bank; provided that the Hedge Bank that is a party thereto shall not have any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement, the Foreign Guarantee Agreement or the Brazilian Foreign Guarantee Agreement, as applicable.

“Secured Parties” shall have the meaning set forth in the Guarantee and Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Documents” shall mean the collective reference to the Guarantee and Collateral Agreement, the Mortgages, each Perfection Certificate, the Intellectual Property Security Agreements, any control agreements required to be delivered pursuant to the Guarantee and Collateral Agreement or any other Loan Document and all other security documents hereafter delivered to any Agent for the purpose of granting or perfecting a Lien on any Property of any Loan Party to secure the Obligations.

“Senior Notes” shall mean (a) the 4.875% Senior Notes due 2024 and (b) the 6.750% Senior Notes due 2027.

“Senior Notes Indenture” shall mean (a) with respect to the Senior Notes referenced in clause (a) of the definition thereof, the Indenture dated as of June 23, 2014 between the US Borrower as issuer and U.S. Bank National Association as trustee, as amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein) and (b) with respect to the Senior Notes referenced in clause (b) of the definition thereof, the Indenture dated as of November 26, 2019 between the US Borrower as issuer and Xxxxx Fargo Bank, National Association as trustee, as amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein).

“Single Employer Plan” shall mean any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“SOFR” shall mean, with respect to any day, the secured overnight financing rate published for such day by the NYFRB, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate” shall mean SOFR, Compounded SOFR or Term SOFR.

“Solvent” shall mean, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature and (e) such Person is not insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) “debt” shall mean liability on a “claim,” (ii) “claim” shall mean any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) such other quoted terms used in this definition shall be determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.

“SPC” shall have the meaning set forth in Section 9.06(f).

“Specified Transaction” shall mean:

(a) any acquisition or Investment that is permitted by this Agreement;

(b) any Disposition permitted by this Agreement;

(c) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Restricted Subsidiary, in each case in accordance with Section 5.14;

(d) operating improvements, restructurings, cost saving initiatives and certain other similar initiatives; or

(e) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis;

provided that for purposes of clauses (b) and (c) of this definition, such transaction shall only constitute a Specified Transaction if it has an aggregate consideration of at least $15,000,000.

“Spot Rate” shall mean, on any day, with respect to the applicable Alternative Currency, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., London time, on such day on the Reuters World Currency Page “FX=” or, if elected by the Administrative Agent, the Bloomberg currency pages, in each case for such currency. In the event

that such rate does not appear on any Reuters World Currency Page or Bloomberg currency page, then the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the US Borrower or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., Local Time, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the US Borrower, may use any reasonable and customary method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Standard Securitization Undertakings” means representations, warranties, covenants, repurchase obligations, indemnities and servicing obligations entered into by the Borrower or any Restricted Subsidiary in connection with the Permitted Receivables Facility that are customary in a bankruptcy-remote accounts receivable financing transaction.

“Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), (a) the numerator of which is the number one and (b) the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors to which the Administrative Agent is subject with respect to the Eurocurrency Rate for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of, or credit for, proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Sterling” or “£” shall mean the single currency of the United Kingdom.

“Subordinated Intercompany Note” shall mean the Subordinated Intercompany Note, dated as of April 20, 2016, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this

Agreement or in any other Loan Document shall refer to a Subsidiary or Subsidiaries of the US Borrower.

“Subsidiary Guarantor” shall mean each existing and subsequently acquired or organized direct or indirect Wholly Owned Restricted Subsidiary of the US Borrower (other than an Excluded Subsidiary) which has guaranteed the Obligations of some or all of the Borrowers.

“Successor Company” shall have the meaning set forth in Section 6.03(g).

“Supported QFC” shall have the meaning set forth in Section 9.23.

“Swap Contract” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, in each case for the purpose of hedging the foreign currency, interest rate or commodity risk associated with the operations of the Group Members.

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) have been determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Commitment” shall mean, with respect to any Swing Line Lender, the commitment of such Swing Line Lender to make Swing Line Loans pursuant to Section 2.06, expressed as an amount representing the maximum aggregate principal amount of such Swing Line Lender’s outstanding Swing Line Loans hereunder. The initial amount of each Swing Line Lender’s Swing Line Commitment is set forth in Annex B-4 or in the joinder agreement pursuant to which

it became a Swing Line Lender hereunder. The aggregate amount of the Swing Line Commitments on the date hereof is $25,000,000.

“Swing Line Commitment Period” shall mean the period beginning on the Restatement Effective Date and ending on the Revolving Termination Date with respect to the Original Revolving Commitments and Original Revolving Loans or such later date as may be agreed to by the Swing Line Lenders (in their sole and absolute discretion) pursuant to Section 2.27(e).

“Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Revolving Lender at any time shall be the sum of (a) its Revolving Percentage of the aggregate principal amount of all Swing Line Loans outstanding at such time (excluding, in the case of any Revolving Lender that is a Swing Line Lender, Swing Line Loans made by it and outstanding at such time to the extent that the other Lenders shall not have funded their participations in such Swing Line Loans), adjusted to give effect to any reallocation under Section 2.24 of the Swing Line Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Lender that is a Swing Line Lender, the aggregate principal amount of all Swing Line Loans made by such Lender and outstanding at such time to the extent that the other Revolving Lenders shall not have funded their participations in such Swing Line Loans.

“Swing Line Lender” shall mean each of (a) JPMorgan Chase Bank, N.A., and (b) each Lender that shall have become a Swing Line Lender hereunder as provided in Section 2.06(c) (other than any Person that shall have ceased to be a Swing Line Lender as provided in Section 2.06(c)), each in its capacity as the lender of Swing Line Loans, or any successor Swing Line Lender hereunder.

“Swing Line Loan” shall mean a Loan made by the Swing Line Lender to the US Borrower pursuant to Section 2.06(a).

“Swing Line Note” shall have the meaning set forth in Section 2.08(e).

“Synthetic Lease” shall mean, as to any Person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for US federal income tax purposes or (b) (i) a synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property (including a Sale and Leaseback), in each case under this clause (b), creating obligations that do not appear on the balance sheet of such person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lenders” shall mean the collective reference to each Lender that has a Term Loan Commitment or is the holder of an Original Term Loan and the Lenders with respect to any Incremental Term Loans and, unless the context shall otherwise require, shall include the Lenders with respect to any Extended Term Loans and Refinancing Term Loans.

“Term Loan” shall mean any Original Term Loan, any Incremental Term Loan and, unless the context otherwise requires, any Extended Term Loan and any Refinancing Term Loan.

“Term Loan Commitment” shall mean, as to each Term Lender, (a) the Original Term Loan Commitment of such Term Lender; and (b) unless the context shall otherwise require, any commitment of such Term Lender under any Incremental Term Loan Facility, any Extended Term Loan Facility or any Refinancing Term Loan Facility. The aggregate principal amount of the Original Term Loan Commitments on the Closing Date is $400,000,000.

“Term Loan Extension” shall have the meaning set forth in Section 2.27(a).

“Term Loan Extension Offer” shall have the meaning set forth in Section 2.27(a).

“Term Loan Extension Series” shall have the meaning set forth in Section 2.27(a).

“Term Loan Facilities” shall mean the collective reference to the Original Term Loan Facility and any Incremental Term Loan Facility and, unless the context shall otherwise require, shall include any Extended Term Loan Facility and Refinancing Term Loan Facility.

“Term Loan Increase” shall have the meaning set forth in Section 2.26(a).

“Term Loan Maturity Date” shall mean the earlier of (a) (i) with respect to the Original Term Loans that have not been extended pursuant to Section 2.27(a), January 15, 2025, (ii) with respect to any Incremental Term Loans, the final maturity date as specified in the applicable Incremental Amendment, (iii) with respect to any Extended Term Loans of a given Extension Series, the final maturity date as specified in the applicable Extension Amendment and (iv) with respect to any Refinancing Term Loans of a given Refinancing Series, the final maturity date as specified in the applicable Refinancing Amendment; provided that, if any such day is not a Business Day, the applicable Term Loan Maturity Date shall be the Business Day immediately succeeding such day, and (b) the date on which all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Term Loan Note” shall have the meaning set forth in Section 2.08(e).

“Term SOFR” shall mean the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Test Period” shall mean, as of any date of determination, the period of four consecutive fiscal quarters of the US Borrower (taken as one accounting period) (i) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, if no such financial statements are required to have been delivered pursuant to Section 5.01(a) or Section 5.01(b) on or prior to such date, the “Test Period” shall be the period of four consecutive fiscal quarters of the US Borrower (taken as one accounting period) most recently ended on or prior to such date) or (ii) in the case of any calculation pursuant to Section 6.13, ended on the last date of the fiscal quarter in question.

“Total Canadian Revolving Exposure” shall mean, at any time, the aggregate amount of the Canadian Revolving Exposure of the Revolving Lenders outstanding at such time.

“Total Credit Exposure” shall mean, as to any Lender at any time, the unused Commitments, Revolving Exposure and outstanding Term Loans of such Lender at such time.

“Total Revolving Commitments” shall mean, at any time, the aggregate amount of the Revolving Commitments then in effect. The aggregate principal amount of the Total Revolving Commitments on the Restatement Effective Date is $300,000,000.

“Total Revolving Exposure” shall mean, at any time, the aggregate amount of the Revolving Exposure of the Revolving Lenders outstanding at such time.

“Total UK Revolving Exposure” shall mean, at any time, the aggregate amount of the UK Revolving Exposure of the Revolving Lenders outstanding at such time.

“Trade Date” shall have the meaning set forth in Section 9.06(h)(i).

“Transaction Costs” shall mean all fees and expenses to be paid by the Borrowers in connection with the Transactions.

“Transactions” shall mean, collectively, (a) the execution, delivery and performance of the Loan Documents, the borrowing of Loans hereunder and the use of proceeds thereof and the issuance of Letters of Credit hereunder; and (b) the payment of the Transaction Costs.

“Type” shall mean (a) as to any Loan, its nature as a Base Rate Loan, a Canadian Prime Rate Loan or a Eurocurrency Loan and (b) as to any Borrowing, its nature as a Base Rate Borrowing, a Canadian Prime Rate Borrowing or a Eurocurrency Borrowing.

“UK Borrower” shall have the meaning set forth in the preamble hereto.

“UK Business” shall mean (a) the Equity Interests in the UK Business Entities and (b) the property or assets of the UK Business Entities.

“UK Business Entities” shall mean, collectively, the UK Borrower, Compass Minerals (Europe) Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, Compass Minerals UK Holding Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, Deepstore Holdings Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom, and Compass Minerals Storage & Archives Limited, a private limited company incorporated under the laws of England and Wales in the United Kingdom.

“UK Non-Bank Lender” means a Lender becomes a party to this Agreement after the date on which this Agreement is entered into, a Lender which gives a UK Tax Confirmation in the Assignment and Assumption which it executes on becoming a party to this Agreement.

“UK Qualifying Lender” means (a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance to the UK Borrower under a Loan Document and is (i) a Lender (A) which is a bank (as defined for the purpose of section 879 of the ITA 2007) making an advance to the UK Borrower under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA 2009; or (B) in respect of an advance to the UK Borrower made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the ITA 2007) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or (ii) a Lender which is: (A) a company resident in the United Kingdom for United Kingdom tax purposes, or (B) a partnership each member of which is (x) a company so resident in the United Kingdom or (y) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA 2009, or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA 2009) of that company; or (iii) a UK Treaty Lender, or (b) a Lender which is a building society (as defined for the purposes of section 000 XXX) making an advance to the UK Borrower under a Loan Document.

“UK Revolving Borrowing” shall mean a Borrowing comprised of UK Revolving Loans.

“UK Revolving Exposure” shall mean, with respect to any Revolving Lender as of any date of determination, an amount equal to the Dollar Equivalent of the aggregate outstanding principal amount of all UK Revolving Loans of such Revolving Lender as of such date.

“UK Revolving Loan” shall mean a Revolving Loan made to the UK Borrower pursuant to clause (iii) of Section 2.04(a).

“UK Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance to the UK Borrower under a Loan Document is either (a) a company resident in the United Kingdom for United Kingdom tax purposes or (b) a partnership each member of which is (i) a company so resident in the United Kingdom or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA 2009 or (c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA 2009) of that company.

“UK Tax Deduction” means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document.

“UK Treaty Lender” means a Lender which (i) is treated as a resident of a UK Treaty State for the purposes of the relevant Treaty, (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan to the UK Borrower is effectively connected, and (iii) fulfills any other conditions in the relevant Treaty to obtain full exemption from Tax imposed by the United Kingdom on payments of interest except that for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

“UK Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, the Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code, as in effect from time to time in any applicable jurisdiction.

“Unrestricted Cash” shall mean, as of any date of determination, the aggregate amount of all cash and Cash Equivalents on the consolidated balance sheet of the US Borrower and its Restricted Subsidiaries as of such date that is not “restricted” for purposes of GAAP and that is not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor, other than Liens created under the Loan Documents.

“Unrestricted Subsidiary” shall mean (a) any Subsidiary of the US Borrower designated by the US Borrower as an Unrestricted Subsidiary pursuant to Section 5.14 that has not subsequently been designated as a Restricted Subsidiary pursuant to Section 5.14 and (b) any Subsidiary of an Unrestricted Subsidiary.

“US Borrower” shall have the meaning set forth in the preamble hereto.

“US Person” shall mean any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“US Revolving Borrowing” shall mean a Borrowing comprised of US Revolving Loans.

“US Revolving Loan” shall mean a Revolving Loan made to the US Borrower pursuant tction 2.04(a).

“US Special Resolution Regimes” shall have the meaning set forth in Section 9.23.

“US Tax Compliance Certificate” shall have the meaning set forth in Section 2.20(h).

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person shall mean a Subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests of such Subsidiary are, at the time any determination is being made, owned, Controlled or held by such Person or one or more other Wholly Owned Subsidiaries of such Person or by such Person and one or more other Wholly Owned Subsidiaries of such Person. Unless otherwise qualified, all references to a “Wholly Owned Subsidiary” or to “Wholly Owned Subsidiaries” in this Agreement shall refer to a Wholly Owned Subsidiary or Wholly Owned Subsidiaries of the US Borrower.

“Withdrawal Liability” shall mean any liability to a Multiemployer Plan as a result of a “complete withdrawal” or “partial withdrawal” from such Multiemployer Plan, as such terms are defined in Section 4201(b) of ERISA.

“Withholding Agent” shall mean any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“Yield Differential” shall have the meaning set forth in Section 2.26(e)(iii).

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organizational Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, recitals, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and recitals, Annexes, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and excluding”, the words “to” and “until” each mean “to but excluding” and the word “through” shall mean “to and including”.

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) For the avoidance of doubt, any reference herein to a Permitted Lien shall not, in itself, serve to subordinate any Lien created by any Security Document to such Permitted Lien.

Section 1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Historical Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant)

contained herein, Indebtedness of the US Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Accounting Change. If at any time any Accounting Change shall occur and such change results in a change in the method of calculation of any financial covenant, standard or term in this Agreement, then upon the written request of the US Borrower or the Administrative Agent (acting upon the request of the Required Lenders), the US Borrower, the Administrative Agent and the Lenders shall negotiate in good faith in order to amend such provisions so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the US Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not occurred (subject to the approval of the Required Lenders, not to be unreasonably withheld, conditioned or delayed); provided that, until such time as an amendment shall have been executed and delivered by the US Borrower, the Administrative Agent and the Required Lenders, (A) all such financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred and (B) the US Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such financial covenants, standards and terms made before and after giving effect to such Accounting Change. Notwithstanding anything to the contrary contained in this Section 1.03 or in the definition of “Capital Lease Obligations”, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, shall not be given effect, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Section 1.04 Rounding. Any financial ratios required to be maintained by the US Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05

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