Us Collateral Assignment

EXHIBIT 10.6


EXECUTION COPY


US COLLATERAL ASSIGNMENT dated as of
November 28, 2001, among SALT HOLDINGS CORPORATION, a
Delaware corporation ("Holdings"), COMPASS MINERALS
--------
GROUP, INC., a Delaware corporation (the "US
--
Borrower"), and JPMORGAN CHASE BANK, a New York
--------
banking corporation ("Chase"), as collateral agent
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(in such capacity, the "Collateral Agent") for the
----------------
Secured Parties (as defined in the US Collateral and
Guaranty Agreement referred to below).


Reference is made to (a) the Credit Agreement dated as of November 28, 2001 (as amended, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), among Holdings, the US Borrower, Sifto Canada Inc. (the
---------------- "Canadian Borrower"), Salt Union Limited (the "UK Borrower" and, together with ----------------- ----------- the US Borrower and the Canadian Borrower, the "Borrowers"), the lenders from
--------- time to time party thereto (the "Lenders"), Chase, as administrative agent for
------- the Lenders (in such capacity, the "Administrative Agent"), J.P. Morgan Bank
-------------------- Canada, as Canadian Agent, and Chase Manhattan International Limited, as UK Agent, (b) the US Collateral and Guaranty Agreement dated as of November 28, 2001 (as amended, supplemented, waived or otherwise modified from time to time, the "US Collateral and Guaranty Agreement"), among Holdings, the US Borrower,
------------------------------------ each Subsidiary of Holdings listed on Schedule I thereto and Chase, as Collateral Agent, and (c) the Merger Agreement dated as of October 13, 2001 (as amended, supplemented, waived or otherwise modified from time to time, the "Merger Agreement"), among Holdings, the US Borrower, IMC Global, Inc., YBR ---------------- Holdings LLC and YBR Acquisition Corp.


All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the US Collateral and Guaranty Agreement.


The Lenders have agreed to make Loans to the Borrowers and to accept and purchase B/As, and the Letter of Credit Issuer has agreed to issue Letters of Credit for the account of the US Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each of the Guarantors (as defined in the US Collateral and Guaranty Agreement) has agreed to guaranty, among other things, all the obligations of the Borrowers under the Credit Agreement. The obligations of the Lenders to make Loans and accept and purchase B/As and the Letter of Credit Issuer to issue Letters of Credit are conditioned


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upon, among other things, the execution and delivery by Holdings and the US Borrower of an agreement in the form hereof to secure (a) the due and punctual payment by each Borrower of (i) all amounts due in respect of B/As and the principal of, premium (if any) and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans and B/As, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by any Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of any Borrower to any of the Secured Parties under the Credit Agreement and each of the other Credit Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of each Borrower under or pursuant to the Credit Agreement and each of the other Credit Documents, (c) the due and punctual payment and performance of all the obligations of each other Credit Party under or pursuant to this Agreement and each of the other Credit Documents, (d) the due and punctual payment and performance of all obligations of each Credit Party under each Interest Rate Protection Agreement and each Other Hedging Agreement that (i) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (ii) is entered into after the Effective Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Interest Rate Protection Agreement or Other Hedging Agreement, as applicable, is entered into and (e) the due and punctual payment and performance of all monetary obligations and other liabilities of each Credit Party to the Administrative Agent or any of its Affiliates in respect of overdrafts and related liabilities and obligations arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds (all the monetary and other obligations described in the preceding clauses (a) through (e) being collectively called the "Obligations"; all the Obligations other than the monetary and other obligations ----------- described in clauses (d) and (e) being collectively called the "Credit Agreement
---------------- Obligations"). - -----------


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Accordingly, Holdings, the US Borrower and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:


SECTION 1. Collateral Assignment. As collateral security for the
--------------------- Obligations, each of Holdings and the US Borrower hereby assigns to the Collateral Agent (for the benefit of the Secured Parties), and hereby grants to the Collateral Agent (for the benefit of the Secured Parties) a security interest in, all of Holdings's and the US Borrower's, respectively, right, title and interest in, to and under the following contracts and instruments, as the same may be modified, amended or supplemented from time to time:


(a) all indemnification and similar rights of Holdings under the Merger Agreement, including all such rights of Holdings under Section 8.3 of the Merger Agreement; and


(b) such other contracts and instruments of Holdings and the US Borrower as Holdings, the US Borrower and the Collateral Agent shall mutually designate from time to time in a writing that refers to this Section 1(b). The contracts and instruments listed in clauses (a) and (b), as amended and in effect from time to time, are referred to collectively as the "Assigned
-------- Contracts". The foregoing assignment shall include (a) any and all rights to - --------- receive and demand payments under any and all Assigned Contracts, (b) any and all rights to receive and compel performance under any and all Assigned Contracts, (c) the right to make all waivers, amendments, determinations and agreements of or under any and all Assigned Contracts, (d) the right to take such action, including commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Assigned Contracts or by law and (e) any and all other rights, interests and claims now existing or hereafter arising under or in connection with any and all Assigned Contracts; provided, that the Collateral Agent and the Secured Parties shall
-------- have no power or authority to exercise any of the aforementioned rights other than after the occurrence and during the continuation of an Event of Default.


SECTION 2. Agreements, Representations and Warranties. Each of
------------------------------------------- Holdings and the US Borrower further agrees, represents and warrants to the Collateral Agent and the Secured Parties that:


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(a) as of the Initial Borrowing Date, the Assigned Contracts are in full force and effect, there being no default thereunder by Holdings or the US Borrower. Holdings and the US Borrower will not permit any waiver, supplement, amendment, change or modification to be made to the Assigned Contracts, except as permitted in accordance with the Credit Agreement, without the written consent of the Collateral Agent; and


(b) it has the right, power and authority to grant to the Collateral Agent a security interest in its right, title and interest in and to the Assigned Contracts. It has not heretofore hypothecated, assigned, mortgaged, pledged, encumbered or otherwise transferred its right, title or interest under the Assigned Contracts in any manner to any person other than the Collateral Agent, nor will it do so at any time hereafter without the Collateral Agent's prior written consent in each instance. Any such hypothecation, assignment, mortgage, pledge or encumbrance without the Collateral Agent's consent shall be void and of no force or effect.


SECTION 3. No Obligations for Collateral Agent. Each of Holdings and
----------------------------------- the US Borrower specifically acknowledges and agrees that the Collateral Agent does not assume, and shall have no responsibility for, the performance of any obligations to be performed under or with respect to the Assigned Contracts or by it and it hereby agrees to indemnify and hold harmless the Collateral Agent with respect to any and all claims by any person relating to such obligations. The Collateral Agent, in its discretion and at the US Borrower's expense, may file or record this Agreement. The Collateral Agent agrees to notify the US Borrower promptly after any such filing or recording.


SECTION 4. Remedies upon Default. Upon the commencement and during the
--------------------- continuance of an Event of Default, the Collateral Agent may, at its option, without notice to or demand upon Holdings or the US Borrower (both of which are hereby waived for the purpose of this Section 4), in addition to all other rights and remedies provided under any of the Credit Documents, in its own name or the name of Holdings or the US Borrower, demand, sue upon or otherwise enforce the Assigned Contracts to the same extent as if the Collateral Agent were the party named in the Assigned Contracts, and exercise all other rights of Holdings and the US Borrower under the Assigned Contracts in such manner as it may determine. Any moneys actually received by the Collateral Agent pursuant to the exercise of any of the rights and remedies granted in this Collateral Assignment shall be applied as follows:


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FIRST, to the payment of all costs and expenses incurred by the
Collateral Agent in connection with such collection or sale or ...