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Management Consulting Agreement Dated Nov 28,2001

This is an actual contract by Compass Minerals Group.
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Sectors: Chemicals
Governing Law: New York, View New York State Laws
Effective Date: November 28, 2001
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--------- into as of November 28, 2001 by and between Salt Holdings Corporation, a Delaware corporation (the "Company"), and Apollo Management V L.P., a Delaware
------- limited partnership ("Apollo").


WHEREAS, the Company and its subsidiaries desire to avail themselves of Apollo's expertise and consequently has requested Apollo to make such expertise available from time to time in rendering certain management consulting and advisory services related to the business and affairs of the Company and its respective subsidiaries and affiliates and the review and analysis of certain financial and other transactions.

WHEREAS, Apollo and the Company agree that it is in their respective best interests to enter into this Agreement whereby, for the consideration specified herein, Apollo has provided and shall provide such services as an independent consultant to the Company and its subsidiaries.


NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Retention of Apollo. The Company hereby retains
------------------- Apollo, and Apollo accepts such retention, upon the terms and conditions set forth in this Agreement.

Section 2. Term. This Agreement shall commence on the date
---- hereof and, unless otherwise extended pursuant to the final sentence of this Section 2, shall terminate on the tenth anniversary of the date hereof (the "Term"). Upon the fifth anniversary of the date hereof, and at the end of each ---- year thereafter (each of such fifth anniversary and the end of each year thereafter being a "Year End"), the Term shall automatically be extended for an
-------- additional year unless notice to the contrary is given by either party at least 30, but no more than 60, days prior to such Year End, as applicable. The provisions of Sections 3(d), 5 and 7 through 13 shall survive the termination of this Agreement.

Section 3. Management Consulting Services.

(a) Apollo shall advise the Company and the Company's subsidiaries concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company and its subsidiaries and affiliates, in each case as the Company shall reasonably and

specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo's discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation to the Company and its subsidiaries as to the manner and time of rendering its services hereunder, and the Company and its subsidiaries shall not have any right to dictate or direct the details of the services rendered hereunder.

(b) The Company acknowledges and agrees that Apollo (i) has structured the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 13, 2001, by and among IMC Global, ---------------- Inc., a Delaware corporation ("Seller"), Salt Holdings Corporation, a Delaware
------ corporation and a wholly owned subsidiary of Seller, on the one hand, and on the other hand, YBR Holdings LLC, a Delaware limited liability company ("Purchaser")
--------- and YBR Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Purchaser, (ii) has arranged for financing for the Company and (iii) has provided other services in connection with the transactions contemplated by the Merger Agreement. Apollo agrees to continue to provide services to the Company and its subsidiaries in connection with the consummation of the transactions contemplated by the Merger Agreement.

(c) Apollo shall perform all services to be provided h
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