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Amendment No. 5 & Waiver To Amended/Restated Credit Agreement

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EXHIBIT 10.1 EXECUTION COPY AMENDMENT No. 5 and WAIVER (this " Amendment" ) dated as of July 20, 2005, to the CREDIT AGREEMENT dated as of November 28, 2001, as amended and restated as of April 10, 2002, as further amended as of December 19, 2002, as further amended as of May 5, 2003, as further amended as of May 21, 2003, and as further amended as of November 17, 2003 (the " Credit Agreement" ), among COMPASS MINERALS INTERNATIONAL, INC., COMPASS MINERALS GROUP, INC., SIFTO CANADA INC., SALT UNION LIMITED, the LENDERS from time to time party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED (formerly known as CHASE MANHATTAN INTERNATIONAL LIMITED), as UK Agent. A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers, and have agreed to extend credit to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein. B. Holdings and the Borrowers have requested that the Lenders agree to waive compliance with the requirements set forth in Section 7.02 of the Credit Agreement to the extent, and only to the extent, necessary to permit the UK Borrower to sublease, substantially on the terms disclosed to the Administrative Agent prior to the date hereof, approximately 1.5 acres of land that is leased by the UK Borrower as lessee and located at the UK Borrower' s 4 shaft site, as further described in the letter attached as Exhibit A hereto, to Minosus Ltd. (" Minosus" ), a joint venture between a subsidiary of the US Borrower and Onyx Environmental Group plc (the " Transaction" ). C. Holdings and the Borrower have also requested that the Lenders agree to amend Sections 1.01, 7.02 and 7.05 of the Credit Agreement as set forth herein. D. The undersigned Lenders are willing, pursuant to the terms and subject to the applicable conditions set forth herein, to grant such waiver and approve such amendments. E. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the applicable conditions set forth herein, the parties hereto hereby agree as follows: SECTION 1. Waivers . Subject to the applicable conditions set forth herein, the undersigned Lenders hereby waive compliance with the requirements set forth in the Credit Agreement to the extent, and only to the extent, necessary to permit the consummation of the Transaction.


2 SECTION 2. Amendments to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended by deleting the word " and" at the end of clause (g) of the definition of " Asset Sale" and replacing the period at the end of the definition of " Asset Sale" with the following: and any transaction permitted pursuant to Section 7.02(r). SECTION 3. Amendments to Section 7.02 . Section 7.02 of the Credit Agreement is hereby amended by (a) deleting the word " and" at the end of subparagraph (p) and (b) replacing the period at the end of subparagraph (q) with the following: ;and (r) the US Borrower and any of its Subsidiaries may sell or otherwise dispose of assets (excluding capital stock of, or other equity interests in, Wholly-Owned Subsidiaries and Wholly-Owned Unrestricted Subsidiaries) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance on this paragraph (r) shall not exceed $15,000,000 during the term of this Agreement. SECTION 4. Amendments to Section 7.05 . Section 7.05 of the Credit Agreement is hereby amended by deleting the words " and (m)" at the end of subparagraph (m) and replacing it with the words " , (m) and (r)" . SECTION 5. Representations and Warranties . Each of Holdings and the Borrowers represents and warrants to the Administrative Agent and the Lenders that: (a) This Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrowers and constitutes a legal, valid and binding obligation of each of Holdings and the Borrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) The representations and warranties of each of Holdings and each Borrower set forth in the Credit Documents are true and correct on and as o
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