Compass Minerals International Inc Watch

from 10-K 246 pages Amendment No. 4 Dated as of December 12, 2024 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016, as Amended and Restated as of November 26, 2019, as Further Amended and Restated as of May 5, 2023 (As Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Several Banks and Other Financial Institutions or Entities From Time to Time Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrowers Have Requested That the Lenders Amend Certain Provisions of the Credit Agreement as Set Forth Herein; and Whereas the Required Lenders Are Willing to Amend Such Provisions of the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein. 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

from 8-K 10 pages Amendment No. 3 Dated as of September 13, 2024 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016, as Amended and Restated as of November 26, 2019, as Further Amended and Restated as of May 5, 2023 (As Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Several Banks and Other Financial Institutions or Entities From Time to Time Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 10 pages Amendment No. 2 Dated as of August 12, 2024 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016, as Amended and Restated as of November 26, 2019, as Further Amended and Restated as of May 5, 2023 (As Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Several Banks and Other Financial Institutions or Entities From Time to Time Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein;

from 8-K 253 pages Amendment No. 1 Dated as of March 27, 2024 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016, as Amended and Restated as of November 26, 2019, as Further Amended and Restated as of May 5, 2023 (As Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Several Banks and Other Financial Institutions or Entities From Time to Time Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrowers Have Requested That the Lenders Amend Certain Provisions of the Credit Agreement as Set Forth Herein; and Whereas the Required Lenders Are Willing to Amend Such Provisions of the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein. 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

from 8-K 275 pages Amendment and Restatement Agreement Dated as of May 5, 2023 (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 (The “Original Credit Agreement”; as Amended and Restated as of November 26, 2019, and as Amended by Amendment No. 1 and Waiver, Dated as of June 29, 2021, by Amendment No. 2, Dated as of June 13, 2022, and by Amendment No. 3, Dated as of November 16, 2022, and as Further Amended, Supplemented or Otherwise Modified From Time to Time Prior to the 2023 Amendment and 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 2023 Restated Credit Agreement (As Defined Below), Except as Otherwise Expressly Set Forth Herein

from 8-K 237 pages Amendment No. 3 Dated as of November 16, 2022 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016, as Amended and Restated as of November 26, 2019 (As Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement or the Amended Credit Agreement (As Defined Below), as Applicable. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrowers Have Requested That the Lenders Amend Certain Provisions of the Credit Agreement as Set Forth Herein; and Whereas the Required Lenders Are Willing to Amend Such Provisions of the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein. 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

from 8-K 339 pages 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

from 8-K 23 pages Amendment No. 3 Dated as of December 5, 2018 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrowers Have Requested That the Lenders Amend Certain Provisions of the Credit Agreement; and Whereas the Required Lenders Are Willing to Make Such Amendments to the Credit Agreement, on the Terms and Subject to the Conditions Set Forth Herein. 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. Amendments to the Credit Agreement. (A)the Definition of “Available Amount” in Section 1.01 of the Credit Agreement Is Hereby Amended by Replacing the Text in Each of Clauses (F) and (H) of Such Definition With the Following Text: “[Reserved];”

from 8-K 20 pages Amendment No. 2 Dated as of September 15, 2017 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein; Whereas the Borrowers Have Requested That the Lenders Amend Certain Provisions of the Credit Agreement; and Whereas the Required Lenders Are Willing to Make Such Amendments to the Credit Agreement, on the Terms and Subject to the Conditions Set Forth Herein. 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. Amendments to the Credit Agreement. (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting the Following Sentence at the End of the First Paragraph of the Definition of the Term “Applicable Margin”

from 8-K 26 pages Incremental Amendment Dated as of September 28, 2016 (This “Amendment”), to the Credit Agreement Dated as of April 20, 2016 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit 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 Party Thereto (The “Lenders”) and Jpmorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as Collateral Agent for the Secured Parties. Capitalized Terms Used in This Amendment but Not Otherwise Defined Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Whereas Pursuant to the Credit Agreement, the Lenders Have Agreed to Extend Credit to the Borrowers on the Terms and Subject to the Conditions Set Forth Therein;

from 10-Q 307 pages US $700,000,000 Credit Agreement, Dated as of April 20, 2016, 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., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Bank of Nova Scotia, as Joint Lead Arrangers and Joint Bookrunners, Fifth Third Bank, National Association, PNC Bank National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents and U.S. Bank, National Association, Bank of Montreal, Bok Financial Corporation and Branch Banking and Trust Company, as Co-Documentation Agents

from 10-K 13 pages Incremental Term Loan Amendment Dated as of December 14, 2015 (This “Amendment”), Among Compass Minerals International, Inc. (The “US Borrower”), Compass Minerals Canada Corp. (F/K/a Sifto Canada Corp.) (The “Canadian Borrower”), Compass Minerals Uk Limited (F/K/a Salt Union Limited) (The “Uk Borrower” And, Together With the US Borrower and the Canadian Borrower, the “Borrowers”), Each Other Undersigned Credit Party, the Incremental Lenders (As Defined Below) and Jpmorgan Chase Bank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”) Under the Credit Agreement Referred to Below, to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of May 18, 2012 (As in Effect Immediately Prior to the Effectiveness of This Amendment, the “Credit Agreement”), Among the Borrowers, the Lenders Party Thereto, the Administrative Agent and the Other Agents, Arrangers and Bookrunners Party Thereto. 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

from 8-K 47 pages Amendment Dated as of December 20, 2013 (This "Amendment"), Relating to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of May 18, 2012 (As in Effect Prior to the Effectiveness of This Amendment, the "Existing Credit Agreement"), Among Compass Minerals International, Inc. (The "US Borrower"), Sifto Canada Corp. (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 and Jpmorgan Chase Bank, N.A., as Administrative Agent (The "Administrative Agent"), and to the US Collateral and Guaranty Agreement Dated as of November 28, 2001, as Amended and Restated as of December 22, 2005 and as Further Amended by the First Amendment Dated as of September 30, 2010 (The "Cga"), Among the US Borrower, Each Other Subsidiary of the US Borrower Party Thereto and the Administrative Agent, on Behalf of Itself and the Other Secured Parties

from 10-Q 410 pages Amendment and Restatement Agreement Dated as of September 30, 2010 (This “Amendment”), to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of April 10, 2002, as Further Amended and Restated as of December 22, 2005 (As Amended and in Effect Prior to the Effectiveness of This Amendment, the “Existing Credit Agreement”), Among Compass Minerals International, Inc. (The “US Borrower”), Sifto Canada Corp. (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 and Jpmorgan Chase Bank, N.A., as Administrative Agent

from 10-Q 341 pages Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of April 10, 2002, as Further Amended and Restated as of December 22, 2005, Among Compass Minerals International, Inc. (Formerly Known as Salt Holdings Corporation); Compass Minerals Group, Inc., as US Borrower; Sifto Canada Corp., as Canadian Borrower; Salt Union Limited, as Uk Borrower; the Lenders Party Hereto; Jpmorgan Chase Bank, N.A., as Administrative Agent; Calyon New York Branch, as Syndication Agent; Bank of America, N.A., as Co-Documentation Agent the Bank of Nova Scotia, as Co-Documentation Agent J.P. Morgan Securities Inc., as Co-Lead Arranger and Joint Bookrunner Goldman Sachs Credit Partners L.P., as Co-Lead Arranger and Joint Bookrunner

from 10-K 21 pages Amendment No. 2 (This “Amendment”) Dated as of November 30, 2007, to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of December 22, 2005, and as Further Amended by the Incremental Term Loan Amendment Dated as of October 19, 2007 (The “Credit Agreement”), Among Compass Minerals International, Inc. (F/K/a Salt Holdings Corporation), Compass Minerals Group, Inc., Sifto Canada Corp., 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, J.P. Morgan Europe Limited (F/K/a Chase Manhattan International Limited), as Uk Agent, Calyon New York Branch, as Syndication Agent, and Bank of America, N.A. and the Bank of Nova Scotia, as Co-Documentation Agents. 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

from 10-K 21 pages Incremental Term Loan Amendment Dated as of October 19, 2007 (This “Amendment”), Among Compass Minerals International, Inc. (F/K/a Salt Holdings Corporation) (“Holdings”), Compass Minerals Group, Inc. (The “US Borrower”), Sifto Canada Corp. (The “Canadian Borrower”), Salt Union Limited (The “Uk Borrower” And, Together With the US Borrower and the Canadian Borrower, the “Borrowers”), the Incremental Lenders (As Defined Below) and Jpmorgan Chase Bank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”) Under the Credit Agreement Referred to Below, to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of April 10, 2002, as Further Amended and Restated as of December 22, 2005, Among Holdings, the Borrowers, the Lenders Party Thereto, the Administrative Agent and the Other Agents, Arrangers and Bookrunners Party Thereto, as in Effect Immediately Prior to This Amendment (The “Credit Agreement”). 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

from 8-K 16 pages Incremental Term Loan Amendment Dated as of October 19, 2007 (This “Amendment”), Among Compass Minerals International, Inc. (F/K/a Salt Holdings Corporation) (“Holdings”), Compass Minerals Group, Inc. (The “US Borrower”), Sifto Canada Corp. (The “Canadian Borrower”), Salt Union Limited (The “Uk Borrower” And, Together With the US Borrower and the Canadian Borrower, the “Borrowers”), the Incremental Lenders (As Defined Below) and Jpmorgan Chase Bank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”) Under the Credit Agreement Referred to Below, to the Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of April 10, 2002, as Further Amended and Restated as of December 22, 2005, Among Holdings, the Borrowers, the Lenders Party Thereto, the Administrative Agent and the Other Agents, Arrangers and Bookrunners Party Thereto, as in Effect Immediately Prior to This Amendment (The “Credit Agreement”). 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

from 10-K 172 pages Credit Agreement Dated as of November 28, 2001, as Amended and Restated as of April 10, 2002, as Further Amended and Restated as of December 22, 2005, Among Compass Minerals International, Inc. (Formerly Known as Salt Holdings Corporation); Compass Minerals Group, Inc., as US Borrower; Sifto Canada Corp., as Canadian Borrower; Salt Union Limited, as Uk Borrower; the Lenders Party Hereto; Jpmorgan Chase Bank, N.A., as Administrative Agent; Calyon New York Branch, as Syndication Agent; Bank of America, N.A., the Bank of Nova Scotia, as Co-Documentation Agent as Co-Documentation Agent J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., as Co-Lead Arranger and Joint Bookrunner as Co-Lead Arranger and Joint Bookrunner

from 10-Q 18 pages Amendment No. 5 & Waiver to Amended/Restated Credit Agreement