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163880 09/17/2008 CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 2 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CHECK AMOUNT: $24,407.11 CARMEL, INDIANA 46032 PO BOX 277043 ATLANTA GA 30384 CHECK NUMBER: 163880 CHECK DATE: 9/17/2008 DEPA ACCOU PO NUMBER INVOIC NUMBER AMOUNT DESCRIPT 601 5023990 70232870 1,540.73 OTHER EXPENSES 601 5023990 70234287 1,579.86 OTHER EXPENSES 601 5023990 70234288 1,485.09 OTHER EXPENSES 601 5023990 70234289 1,533.39 OTHER EXPENSES 601 5023990 70234478 1,511.99 OTHER EXPENSES 601 5023990 70234966 1,528.50 OTHER EXPENSES 601 5023990 70234967 1,515.66 OTHER EXPENSES 601 5023990 70235433 1,552.96 OTHER EXPENSES 601 5023990 70236714 1,511.38 OTHER EXPENSES 601 5023990 70237223 1;561.52 OTHER EXPENSES 601 5023990 70237387 1,505.27 OTHER EXPENSES 601 5023990 70237388 1,516.27 OTHER EXPENSES 601 5023990 70237389 1,500.99 OTHER EXPENSES �y CITY OF CARMEL, INDIANA VENDOR: 358765 Page 2 of 2 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY CARMEL, INDIANA 46032 PO BOX 277043 CHECK AMOUNT: $24,407.11 ATLANTA GA 30384 CHECK NUMBER: 163880 CHECK DATE: 9/17/2008 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 70237969 1,523.00 OTHER EXPENSES 601 5023990 70237970 1,509.55 OTHER EXPENSES 601 5023990 70237971 1,530.95 OTHER EXPENSES I A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO, FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER AT O LAN O TA ?GA 43 30384 -7043 FED 48- 1047632 NET 60 DAD'S 9/4/2008 70237387 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/03/08 W0803E 248516 248516 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 i SHIPPING P AINT (1FLIVERED T RUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.6200 TN 61.14 1,505.27 PRODUCT 1,505.27 FREIGHT FUEL SUBTOTAL 1,505.27 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,240.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1 -800- 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,505.27 This Sale of Goods J is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE u° (Terms and Conditions of Sale are also available at w .nasalt com). IN US DOLLARS f FERMIS AND CONDITIONS OF SALE_? 1, OFFER. No tcrnn stated by Buyer in its bid, Purchase Order, acknowded5 ;rncnt, or other form shall be hinding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid. Purchase Order. acknowiedgmeri; or other forms. IIIE SELLER'S PROPOSAL IS EXPRESSLY JAINTITT'D O ACCEPTANCE UPON THE TERNIS AND CONDITIONS CONTAINED HEREIN. 2. P�Pb1F.N1'.- ,33uyct agrees to make pay 3CSet12r'i' location and'af fire titans Specified Seller's'nivoicin document -in laalul money 'nT Jhc 17r" S Seller may. in it sole yuJgrnc ;us, rcytmc such other payment teens a. it dren!s .,ppnspnate, tnclddint ffll'be partial "payment nt'advance-of shipmentor by letter- of credit. 3. PAST DI ?E ACCOUNTS. A finance charge o1 the. lesser of 1.5 1 ,r per month (18% APR) or the highest rate permitted by law will be ass ssed on 'all past due,' accounts. htterc charged on a paSL due I n toice: will be as,t front the date O; the invoice. J. PRICES. EXCEPF AS OTHEkWISE SPECIFIED IN THIS OFFER. PRICES ARE SLBJI' -C`r TO CHANGE NiJTIIOUT NOTICE. ORDERS WILL BF INVOICED. CN1. ESS O'r[IER%VISF.';PLC1F]Ei) iN rills OFFER. A ri IE SP.I,1_ER'S PRICE IN EFFECT ON THE SCHE.,DULED DAFE OF SHIPMENT. Prices on the ir document ar net of all applicabh' discounts and promotional allowances. Any questions by chic buyer, about the hasi, or accu acy of• this pricing must be submitted to the Neller in writing w ohm 60 days of the date of the inucice. 5. CANCFiLLATION AND MODIFICATION. Orders may be canceled bt- Buyer only upon (I1 written or oral nonce to the Seller sub.,equently accepted tit writing by the `;:•Ilse and (2) payfircm m like Seiler of rca ooabfe canccllanoll eh,� to be soh'ly detern»ned by the Seller. 6. CREDIT. !',edit payntem trrtc, nn[,t hate the pot,; approval of the Svi r'' Credit Deparau ni anti must bo speeificu in wthing on !lie Scller'< invoicin^ document. If at any line Buyer' 6uaincial ieslionsibility becomes impaired or unsatisfactory to the Seller Seller reserves the right tb stop shipment, on noutieatiop to Buyer and to dcnano payment in advance or tit the tiros Of dchven for Judie: deliveries or to require ether security sati,hi'lory to the Seller, and in the absence IhcrcOl: to .au: i without liabib!y, (for unf portion of ibis contract. 7. TAXES. Au tar or other lloverimcmal charge now or hemafter lev ut producuou. severance, rnanufaemre. Jeliceiy, storage_ con,umption, sale, use o shipment of I're silict_s ordered or sold will be charged to and haul by the Buyer. Such taxes are not covered to the Seder's price. 8. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities spceified. and the Seiler .shall not be liable ft damages for f:rilore to make partial ar coutplcte shipment or f the debt} in making shipments. 11 Buyer shall he liable, for any added expenses incurred by the Seller because Of Buyer's Bela} in furnishing rNuested information to the Seller, delays resulting front order changes by the 13uver. or delay in unloadin ,hipincrils at deliven point that ate the fault u: Buyer. The, Seller sftall not be liable for delays or defaults in delivery caused by fuses beyond its control including but not limited to flooch, fire;, storms. or olicr act, of God, he tear or act of public enemy (or civil disturbance), strikes, lock -tuts. shortages of labor or r,aw materials and supplies (including, fuel) or produce „n latdities, trtnspor onion service or equitxucru shortages or fadures, action of an} ,,OVen menial authonrY or other conditions heyond the Seller's reasonable control 9. SHIPMENT COSTS. Unless w specified on he Seller's imoicine document, all traisptntation ehages, including. but not limited to, carrier's charges for notification prior to deliver, demurrage caused by Beyer, delay in unloading, diversion, or recunsiiytin ril will Ile paid by the Buyer. 10. TRANSPORT RISKS AND (.i.AINIS. Risk of IosN and title to Product trinsfer, to file Buyer upon delivery at the EO.13. point idemtifi ;d nn the Seller, im oi ing docu :cot On receipt of tine, the Buyer is Uteri respnnsihic for props protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all ,.lain!, for personal injuries or property damage arising from the swrage. use of handling of such Products. Claim, fi dannage or shortage is transit must he made by the Buyer against the Cattier. The Buyer has the responsibility to inspect shipments before or during unloadtn,-; to ic.:ntd any such damage or shortage and ee that appropriate notation is made on the delivery tickets or an inspection rrporl funitshed by the local agent of tax ear-ner in alder to support a claim. 11. IVARRANTY. the Seller +'amts(, poly that It Will —I)Ve good title to tbt product and that, ill the rinse of'shipment. the product will coutOrm to the published specification, of tax Seller. Seller's specification are ,uf to change tit anv tine without notice to Buyer. NO OTHER WARRA I'Y OF ANY KINt>. EXPRESSED ('R INIPIAIf'D, IS \1 'J)E VY SFI,LFR, L- (A UDIN %i ANY IM!'[ 11.1) WARRANTEI S (if: MFRCIiANi'ABILITYOR FITNI,SS FOR APARTICIi 1_AR PURPOS!=•. 1 .)f rb, 11u,--r wiihntg thnty i3O day; after receipt of the Product dclivened hereunder ro give notice that ouch pr'odut t is not as ,o warranted .hail he an miq- Jlihcd rccptaac,, r ,tut product ,t -':-i Ji td a ;l cl:'.n, v.:h r p +cot lbel'10. In the event of .a; ail,ged :sera G bottxrf f v the Seller. the .;,le r mcdv. zw ilahlr ter t6c Buyer on aeaauu r any Jcfc,a in the pri ,hall he hmitet: to the ieplatce- mew of a! •h Ivc ptoducr by C Si ller. In Ih, eve+e ific remedy provided herein shall be dca'r, to have failed ns e pureasc, then the Buyer ,hall be enmlut only to a rctand oL the amounts paid to the' Seller :,,r such drfCclile Prod -1, 12. LIMITATION OF LIABILITY. THE BUYER SHALL, NOT BL ENTITLED TO RECC }VER FROM SELLER INCIDENTAL. OR CONSEQUENTIAL DAMAGES OR ELYPENSUS, INCI.l iDING, BUT NO'l LIMITED TO, J'IIOSR INCURRED ON ACCOUNT OF THE QUALITY OR AMOU\T OF PRODUCE DELIVERED OR 'I HE NON DELIVERY OF PRODU t', The Buyer assumes all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in i,anufacturing process,N of the Buyer or in ornhinatioil with o!L¢r substances or otfi nwrsc. 13. PA'1 ENTS. The Seller agrees to del and protect lire Buyer against loss r damage arising o.'t of kg,.d action for <!kcut patent inGtngr!.win iu connection vvnh the nc� ntfaenue of PlOduct ?rev ided the Seiler i ra,t�F;ed promptly o` :my such :iction with romolefe m for-al toil and i, given an oprnrtnuty to defend. Id. SECCRI'Y IN 1'ERE:S'L I hi. -fu}c; hereby g; n' 'I th, ScThI and Iht c'ier herchy relahn, a security inle�rst rn ill Products fit rushed br the Seller and the proceed, thereof, until the puicha e price therefore is fuliv paid. Buyer agrees Iu exc cute such financing stauenents and other document% as Seller %nay detcnnme to be neces I peileet Niltll Sc': Ulil; mterc1i. 15. GOB E:RNiNU LAW. Any ago emeni based on the acceptance of this offer shall he construed in accordance with and governed by tba L;,.v.c of the State of Kansas provided that dclicery [erns :hall be govorned by INCOTE,RMS is publMied by the International Chantber of Commerce. 16. ASSEGN aBIL.ITY. Any agreement bases( on the acceptance of thus offer ;halt, nt l assignahh b� the Buyer without this pnor written omsent of the Scller and any purported ansi,'rnnent without such consent shall be void. I ller'S im erntsutute the e t uire•aeroement of sale; and pumhase.of the..._ 17. CN'1'IRE aCREGSFFN'1'. ll a °cc tted, this offer ail(] flag teens oti the So prod itct herein. No modihcaiium of this Agicenma shall he of any foi:r or effort unless in uniting and signed b� file pasties stiughf ht he boinid thereby, and no modification shall be effected by the acknowledgment or acceptance Of purchase order forms containing different terms of conditions. North American Salt Company fdA Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 48- 1047632 NET 60 DAYS 8/29/2008 70235433 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/29/08 W0803W 245308 245308 SO 7 CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY .7 6599 178 SHIPP P OINT DEL IVERED TRUC B22 TAX STATUS TAX ID RELEASE SALES REP` EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.4000 TN 61.14 1,552.96 SUMMARY: PRODUCT 1,552.96 FREIGHT FUEL SUBTOTAL 1,552.96 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,800.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,552.96 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at w .nasall.com). IN US DOLLARS LERYIS AND CONDITIONS OF SAi,E 1. OFFER. No t,trnis stated by Bu, r in its bid, Purchrne Order, acknowlc& mem, or other form shall he hrnding upon the Seller :;xcept as expressly agreed in writir €2 by the 'Seller. Buyer is hcrehy notified of the Seller's ohiectiou to a td rejection of any l!oditional or differeiri terms in Buyers hid. Purchase Order. acknowledgment, or other forms. 'I I(E SELLER'S PROPOSAL_ IS EXPRESSLY L I'VHTED TO ACCEPTANCE UPON THE IIER'v1S AND CONDITIONS CO: \'L11 \TF,D ILl3RT.LN:;; 1 1 .NT',' Bur ;er,t glees to ntakc payment al $slier' ,lvcation'anci tit the tigie.spegl ct tin the Sclltr,' .in -oieing- ihKument in lawfuhnionev_of the Seller may; -ht -ifs sole ludgntenl require such- other payment omen as it deems appropriate including full-or partitil payment Lti achanceof sI uient orbyletterof` credit. 3. PAST DUE ACC(lU\ i'S. fimsn'-' chai of the :les ei of 1.5' ;2 per niontlt (i "r, API2j ur tits higliect rate permitted by law will be ass, ;sod an all past due accounts. Interest charged on a past due invoice will be asscs,ed.fmm the date of the invoice. 4. PRICES. L`iCFP'f AS OTHER131SE SPECIFIED 1\ THiS OFFER, Plc]C:ES ARE SUBJECT TO Cl IANGI; 14'1'] HOUT \oTicE. ORDERS WILL BI' INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AI'THE SELLER'S PRICE IN I.FFFCT ON THE SCHEDULED DAfti OF SHIPti1EN I Prices on the invoicing document are net of all applicable discounts and prom lional allowances, Any question; by the bityec, about the ha, or accuracy of this pricing must be submitted to the seller in writing within 60 r;ays of the date of the maoice. 5. CANCF,LLITTON AND MODIFICATION- Orders may be canceled b% Buyer only upon tl written or oral notice to the Seller sub.equcntly accepted in writiniz by the :'rr and (2J paynwn, the Sellet of )tam :.Nc can. ellaton eh .acs to be solely deuormined by the Sclle 6. CREDIT. Credit payment term, must have the prior approval of the Seler's Credit Department and must be specified in writing on the Seller's invoicin document. If ai any time Buyer's fina,raal respons;hility becomes unpaired or unsati,factory to the Seller. Seller reserves tile right to top shipment, on notitication to Buyer and to demind payment in ad%ance or at the lime „t delivery for lhtim Jeliverics or to require other Security nar[,Factory to the Selk; and in the absence thereof. to cancel, without liability, the unfilled portion of this contract. 7. ']:AYES. An_ tax or other gover chatrge now or hereafter levied upon production. Sevcrauee, manufacture. dr?iveiy, ;forage- consumption, sale, use or Shipment of Pro(axis ordered or sold .t ill he charged to an, paid by the Buyer. `sneh taxes arc. not cm creel in the Seller's jm e. R. DELAYS. All orders arc accepted subject to the Seller's ability to make delivery at the time and in the quantities specified. and the Seller shall not be. liable for damages for f id:lle to make partial :r complete shipment for the delay in narking, ,shipments. Tk Buyer hall be liable for any added expenses incurred by the Seller because of Buyer's delay in tnmishing requested information so the Seller, delays resulting from order changes by the Buyer. or delay i€ unloading shipments at delivery point that are the fault of Buyer. Tice Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to iloodi fires, storms. or other acts of God, by k<ar or act of public enemy (or civil disturbance), strikes, lock -outs, ,shortages labor or raw materials and supplies (inchxhny, fuel) or production facilities, tern,poicxion sernce or equil men shortages of failures, action of anp pImcrnmernai authorial or other condition, beyond the Seller's reasonable control 9. sHH "E' COST'S. urdc,, ;iwisc specified on the Seller's invoicing document, till trttmportation charges, including. but not limited to, carrier's charger for notification prior to dehyer, demurrage caused by Buy::;, delay in unloading ;hver;ion, or recousirnunem will he paid i -y the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product transfers to the Buyer upon delivery ar the RO.B- point identified on the Seller's invoicing docr.n ;nt. On receipt of title. the Buyer is then responsible for proper protection of Produ: Is and compliance with all regulations and ordinances and will indemnify the Seller against all claim- for personal injuries or property damage arising from the storage, use of handling of such Products. Claim, for damage or shortage in transit most he made by the Buyer against the Cagier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such dama,ec or shortage and sec that appropriate nautlion is made on fire delivery tickets or en inspection report himished by the local agent of the carrier in older to support a claim. 11. WAtRRAN7K The Seller wttrr: €m, only that it will eouvey good title to thw product and than, at the finis of\ shipment. the product will c•orturm to the published specifications of the Seller. Seller's specifications arc subject to change :o any time without notice to Buyer. NO OTHER WARRA:N IN OF ANY KIND EXPRESSED OR IMPLiED, IS '`MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ,1 PARTICII- L.AR PURPOSE. Failure of the Buyer wishing thirty (30) clays after receipt of the Product delivered hereunder to give notice that such product t, not a, �o warranted shall he au un,pt: ,'died aeeehtancc; r.t :,;h produ, t and a rarer of all daunt t.: respc thcret>. In the c%'ent of el alleged breach pert :of by the Seller. the sole remedy available to the Buyer on aceotau of any defect to the product shall he limited to the: teplace- ment m' such •site product by t'te Seller. In the ever* the remedy provided herein shall he de, to have failed its ,essential purpose. then the Buyer ,hall be eo%,Uui only to x refund �,f the an lO lneb paid to the Seller fur ach defecti ve Prod twt. 12. LIMUrATION OF LIABILITY. THE BUYER SHALT, NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES O: LXPENShS, INCIJUING, BUT NO'l !-i4'B'1'ED TO. THOSE INCURRED ON ACCOUNT OF THI. QUAI.,ITY OR AN1CA NT OF PRODUCT DI,LIVERED OR 1 HP: NON DE VERY OF PRODUCT, Ilse Buyer assume., all risks and liabfhty for any damage to p.rsom or property rc.�uifing front the use or i the product dcliured hereunder in manufacturing processes of file Bayer or in combination with other substances or otherwise. 13. PATEN 1'he Seller a to defend and protect lire Buyer against loss :u da niaga arising oar of legal action for enact patent infringem: m in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of tiny such action with complete information and is given in opportunity to defend. 14. SECURI'T'Y INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in .,II Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other dtxunemt its Seller may determine to he necessary to perfect such security interest. 15. GOVERNING LAW. Any aere,ment based on the acceptance of this o=1i•r shall he constmed to accordance with and governed by the Laws of the Slate of Kansas provided that deli%ery terra, shall be governed by INCOTTRSIS as published by the International Chamber of Commerce. 16. ASSIGNAMLIT'Y. Any agivemcnl based on the acu*ptanee of thus offer Aadl trot be assignable by the Buyer wiQa the prior written cc•nscnt of tlic Seller and ally purported assignment without a h consent shall be void. 17. ENTIRE AGREEMENT. if accepted, this offer and the terms on the Seller's invoicing document constitute the entire; agreement of sale and purchase of the product named herein. No modilic,mon of this Agreement shall be of any force or effort unless in w tiling and signed by the parries sought to be hound Lhei and no modification shall be effected by the acknowledgment or acceptance of purchase order forma containing different term, or conditions. ff North American Salt Company AJ A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 NET 60 DAYS 8/27/2008 70234288 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET IN 46033 WESTFIELD, IN 46074 UNIITED OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/26/08 W0803E 241148 241148 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIPPING POINT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.2900 TN 61.14 1,485.09 SUMMARY: PRODUCT 1,485.09 FREIGHT FUEL SUBTOTAL 1,485.09 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 48,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,485.09 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasait.com) IN US DOLLARS TERMS AND CONDITIONS IONS Olt SALE 1. OFFER. No terms stated by Buyei in its bid Purchase Ordef, acknow•ic(Igaient, or other form shall be binding upof� the Seller except as expressly agreed tit writing by the Seller. Buyer is her by notified of the Sc 'ar's objection to and rejection of any additional or different term.; in Buyers hid, Purchase Order, acknowledgment, or other forms. ]'H6 SELLER'S PROPOSAL IS EXPRESSLY LhMITED'ICI ACCEPTANCE UPON THE TERNIS AND CONDITIONS COQ i }AIMED HEREIN. 2. PAYMENT. Ilujrr aerces €o make payment at Selle'r•r location. and at the, time spegifted on the Se!le ;''s'invoicing document in lawful money clEthe U.S.Zhe g Seller -may, in us sole judgment, require .such other payment terns its it dconis appropriate. including full.or pautial.payin nt in advanee;of shipment ur•by ledei-or credit. 3. PAST DI T ACCOUNTS. A f in.nce charge of the lesser of I S sc per rnonth (18% APR) or the highest rate perniiu A by law will tie assessed on all past clue accounts. Interest charged on if past due invoice will he assessed front the date ol'the invoice. 4, PRICES. LXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER, PRICES ARE SUBJECT TO CH.ANGF. 1i'ITHOUT NOTICE. ORDERS WILL BE I,NVOICLD, L"NLESS OTHERWISE SPL'CIFiED IN THIS OFFER. At'i'HE SELLER'S PRICE iN LFFECT ON THE SCI IEDULED DATE Of SHIPMENT Prices on the invoicing document urc net of all applicable discounts and promotional allowances, Any questions by the buyer, about the hash or accuracy of this pricing must be submitted to the seller in writing within 60 days of the dad; of the invoice. 5. CANCELLA7TON AND MODIFICATION. Orders may Ise canceled by Buyer only upon (1) written or of a] notice to the Sellta subsequendy accepted in writing by the Sells! and (3) payineni to the Seller of retsonahlc cancellation charges to be solely determined by the Seller, h. CREDIT "relit payment term- rots= have the plioi applovat of the SCIha s Credit Dep:ntinent and must he spe.ified in writing on the Sclfer'a invoicine document, if at any lime 96yer's f inari responsibility becomes impaired or unsatisfactory to the Seller, Seiler resen'es the right to stop shipment, on notification to Bayer and to 51crmmrid payment in advance iii at the dune or delivery for future deliveries or to require other security sansfactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tux or other gover incnud charge now or hereafter levied upon production, sevr!ance, manufacture, delivery. Storage, consumption. sale, use tit shipment of Products ordered or sole' will be charged to and paid hiy the Buyer, Such taxes arc not covered in the Seller's print•, 8. DELAYS. All orders are accept ,d subject to the Seller', ability to make delivery at the time and in the quantities specified, and the Seller shall not he liable for damages for failure to make partial or complete shipment or for the delay in making shipments. T'Ile Buyer shall be liable for any added expenses incurred by the Seller hecause• of Buyer's dela in lomjsh:na requested information to the Seller. delays resulting from ,infer changes by the Buyer, or de!av' in unloading shipments at delivery point that are the fault of liuver. The Seller shall not Ile liable for delays or defaults tit delivery caused by tote'cs beyond its control including but not finned to 11 "ids, fires. storms or ot'�er acts of God, by war or act of public enenry for civil disturbance), strike,- lock oufc, sbonagc� of labor or taw materials and supplies fine!uding fuel) or production facilities, transportation service of quipitient shortages or iadue:s- action at any governmental authority or oilier conditions beyond the S Iler's reasonable control. 9. SHIPMENT COSTS. Unlcss ct' remise specified tin -Ile Seller's invoicing document, all tram >porlwion charges, inehiding, but not limited to, carrier's charges for nouficatioin prior to deliver, demiurage caused by Buyer. delay in unloading, diversion, or reeonsigmnent will he paid (13' ttic Buyer. lo. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the EO.B, point identified on the Seilcr's invoicing doe tment. On receipt of i ale. the Buyer is then responsible for proper protection of PruductS and compliance with all regulations and ordinances and will indemnify the Seller against all claim, for i ersonad injuries or property damage arising from the storage, use. of handfing of .such Products. Claims for damage or shortage in transit must he rnade by the Buyer against the Carrier. 'rhe Buyer has the responsibility to inspect shipments before of during unloading to iderttifv ant' such dam.nge or shortage an(] see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local went of the carrier in order to support a clsum. 11. WARRANTY. The Setter warrants only that it w ill convey good mle to lee product and that. at die time of shipment, the product will conform to the published specifications of file Seller. Septet', specifications are st.bject to change a1 any tittle withuui notice to Buyer. Nu OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS .NI:ADE BY' SELL FR, INCLUDING ANY IMPLIED WARRANTIES OF NIERCHANT-kBILITY OR Flrf "NESS FOR A PARTICU- LAR PURPOrdi, l ailuie of the Burr wishing, thirty 0t ,lay afro receipt „t the Product dcfivcr,: o heicunder to give ru e tL:it such prn,.ltict is not es so vyarrun'cd shall he an untlualaied acceptance of etch product and Ci ok er of all slain with, respect thereto In the event o'::tn aile•ge1 bleach ben-of by the Seller the remedy available to the Buyer on account of any defect he the product shall he IunYed to the replace nient of such dcfeettve product by !hc Seiler. In the c,ecm the reined} prortdcd herein Shull be efe med to have failed it essential purpo­,, th,i: the Buyer shat: he entitled ontg m a ­fond of the anoints paid to the Seller for such drfec6w Prochwt. 12. LtmnvrION OF LiABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQU ;ENTiAI, DAN'IAGES OR EXPENSES, INCLUDING, BUT NOT I- iNtril:D TO, TEIOSL iNCURRED ON ACCOUNT OE TIll: QUALITY OR .AMOUN•1 OF PRODUCT DELIVERED OR THE NON DELIVER)' OF PROI)t'C °f. The Buyer assumes all risks and liability for any daunagc to pierson or property tesidting from the use of the product delivered hereunder tit fr.jnuftctuing pro: es of the Buyer or in combination with oi`.ut sub tauces or' uih ,r. +isc 13. P,A "rENT:S. The Sellei agrees to defend and protect unc Buyer against loss or damage aising out of legal action tin direct patent iufi ingemrnt in connection with the Seller's manufacture of Product, provided the Seller is notified promptly of arty such action with complete information and is given an eppoit€mity to defend. 14, SECURITY INTEREST. The Buyer hereby grmnts to the Seller and the Seller hereby retain, a security interest in all Products furnished by the Seller and the proceeds thereof', until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other docuneents as Seller may determine to be necessary to perfect such securiv; interest. 15. GOVERNING LAB% Anv agreement based on the acceptance of this offer shall be con.stnred in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by iNCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Seller acid an purpoued as without such consent .hall be void. 17, ENT•1Rt_ AGREEMENT. If .,.(epted, this off,:r and ilia terries in the Seller's invoicing docannent cobslnue rile; €'mire agreement tf ,alc anti purchase of product named herein. No modification of this .Agreement shall be of any force or effort unless in w rinng and signed b} the parties sought to be bound thereby. all(] no modification .hall be eflZoed by the acknowledgment or accepumee of pnrehase older Torras coidaining different terms or conditions. I North American Salt hi Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 48- 1047632 NET 60 DAYS 8/27/2008 70234478 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET IN 46033 WESTFIELD, IN 46074 UNIITED OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/27/08 W0803E 245304 245304 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIPPING POINT DELIV TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM I UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.7300 TN 61.14 1,511.99 I S_UMM__AR__Y PRODUCT 1,511.99 FREIGHT FUEL SUBTOTAL 1,511.99 STATE TAX COUNTY TAX CITY TAX MESSAGES: I TOTAL WEIGHT 49,460.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,511.99 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated h} Buyer in its hid, Purchs<e Orden. acknowleds or other form shall be bindings upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in Buyer's bid, Purchase Carder• acknowledgment, or other forms, THE' SELLER'S PROPOSAL IS EXPRESSLY LIMiTED TO ACCEPTANCE UPON THE TERNIS AND CONDTI'IONS CONTAINED HEREIN. 2. PA'04FNT: Buyer agues to make payment at:Seller; s.h amp at the clue specified on the &alessinvoicing document in lawful •nionev of'• thgoU'S. TTt i _.Seller may; to us sole judgment. reytnre sttch -other payurent- tcrtns -ns ttdeeni afrptr>pnate,•anc ;ludrt,f fill- or- partial parsn,ont in uJaancc of- chrpmernbtx•f>v- lcttev credit. 3. PAS DU ACCOUNTS. A firutnci charge of t}ie leaser of 1.5 -h per month (18% -APR) or the highest rate permuted by law will' be assessed on* all pact due accounts. Interest charged on a past due invoice will be assessed frorn the date of the invoice. 4. PRICES. LXCEI''1' AS OTHERWISE SPECIFIED IN THiS OFFER. PRICES ARE SUBJECT TO CHANGE 1", ITHOW NOTICL. ORDERS WILL BE INVOICLI), UNLESS OTHERWISF SPFCIFiF,D IN Ti -ili OFFER. ATTHE SFLLER'S PRICE IN EFFECT ON THE SCiIEDULED DATE. Ol SHIPMENT. Prices on the invoicing document a net of all appheahlc di,.rounfs and promotional allow-ances..AOV questions by the hnvcr, about the basis or accuracy of this pricing must he submitted to the seller in writing within (fit) days of the date of the invoice. 5. CANCELI ATiON AND 41ODIFiCATION. Orders may be canceled by Buyer only upon 1) written or oral notice to the Seller subsequently accepted in writing by the Seller and (3) parmcu: to the Sutler of reascaunhtc cancellation e Scagul to he solely d: wrmined by the Seller, 6. CREDIT. credit payttnent terrn: um, have the prior approval of the ScJie,', Credit Department and must he speecified in writing or, the Super's invoicing document. If at,any time Buyer's fintneiad responsibility' become, impaired or unsausfactory to the Sell Seller reseres the tight to stop shipment, on notification to Buyer and to drrnand payment in advance or at the dine of delivery for future deliveries or to require other security s.tnsfactory to the Seller, and in the absence thereof, to cancel, without liability, 0w unfilled portion of this ,nntraer. 7. TAXES. Any tax or other govcrnucntaJ charge now or hereafter levied upon production, sevctance, manufacture, delivery. storage, cor umpdon. sale. use of shipment of PCOJUCtS ordered or sold will be charged to and paid by the Buyer. Such taxes are not aroerrd in the Seller's price. 8. DELAYS. All orders arc accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not he liable for damages for fadu e to make partial complete shipment or for the delay in makmg shipmrnLS. Tic Buyer shall he JiA)lc for any added cvpcnses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller. delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller ,hall not be liable foe delays or defaults in delivery caused tr; forces beyond its evnrol including but not limited to )tout' fires, storms, or other acts of Gc by tear or act of public enciny (or civil disturbance), strikes, lock -outs, shortages of labor or raw materials alit] supplies (including fuel) or production facilities, transportation service Or equipment shortages or failures. action of any governmental authority or other conditions hcyond the Scl' :r'c r„xsonabie conrr 9. SIIi I MEN i' COSTS. Unless otherwi.,e specified on file Seller's imoicink document, all trap <ponation shames, including• but not )united to, carrier's charges for notification prior to deliver, denuntaee caused by Buyer. delay in unloading, diversion, or reconsignment will be paid by the Buyer. i 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Pmdu,l, transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing docot :tint. On receipt of title. the Buyer i, then responsible for proper protection of Products and ccmnpliance ivith all regulations nd ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of ..such Products. Claims for da;rn.age or shortrg,- in t ansit roust he madc by the Buyer again -a the- Carrier. The Buyer has the responsibility to inspect shipments before tar (luring unloading to identify any such damage or shortage and see t appropriate noladou is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to suppfm a clatiru. 11. WARRANTY. The Seller ,varr,ols only that it will convey good title to tree product and that.., the time of shipniu ;!t• the product will conform to the puhli .shed specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. iS NIADE Bit' SELLER, PXLUDING ANY IMPLiED WARRAN'l IFS VF MERCHANT'AIM.1'I'Y OR FITIM_.SS FOR A PARTICU- LAR PURPOif'. F of the Pm r' ivi:l ng thin ;Rt day' sftc•r receipt of the Product dcfivcrsl hereunder tO give r:ofie. that ,uc'h pm duct is not as so warranted than he an un,inahtied aceeptance o' such product aria a Lamer of all cl.rirm, ilh respect thereto. in the event of :in alleged breach hereof by the Seller: tit; sole remedy avarlaWc to the Buyer on account of am defect ill the product shall he fntited to the replace- ment of ,uch delccteve product by he Seller In the ,c, nt lhu remedy pnivid, d herein shall be c(r rncd to have failed .r e >s. null purpose rhea; the Buys ,hale lie evililled only to a ref trod of the amounts paid to the Seller for melt defective Product. 12. LiMITVrION OF LIABILI'T'Y. THE BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES. INCLUDING, BUT NOT LIMITED TO. 'THOSE INCURRED ON ACCOUNT OF TT IE QUALITY OR ANIOUNT OF PRODUCT DELIVERED OR Ti ]E NON -DFt,f VERY OF PRODUCT, The Buyer assumes all risks and habilitv fir any damage a, persons or property resulting from the use Of the product delivered hereunder in r anufackrring prucessrs of the Buyer or in combination with Other substances or otherwise 13. PATENI•S. The Seller agree, to defend and protect the Buyer against lo,s or damage arising out of legal action fix direct parent infiingement in connection with the Seller's manufacture of Product. provided the Seller is notified promptly of arty such action with complete information and is given an opportunity to defend. Id. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished h}. the Seller and the proceeds fheteof, until the purc•ha price therefore is fu l paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAR: Any agreement based om the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery term, shall he governed b: iNCOTERNIS a, pe l,lished b} the lnternutional Chamber of Commerce 16. ASSIGNABILiTY..Any agreement based on the atecpuuue of this killer shall not be assignalde b}' the Buyer without the poor written c onseut of the Seller and any purpoilcd with och consent,hall'he toid. 17. FVTIRH 1GREEINIENT, if .recopied, this offer a;;d the terms oil the S,91er's invoicing doe nment constitute ncc entire agreement of sale and purchase of the product named herein. No modification of this Agreement shall he of any tkrrce of effort unless in writing and signed by the parties sought to he bound thereby. and no modif ication shall the effei zed h} the acknowledgment or aceeptance of pmchasc order forms c. •staining (tiffcr :rat terms or conditions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 48- 1047632 NET 60 DAYS 9/5/2008 70237969 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/04/08 W0803W 248519 248519 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 -178 SHIPPING POINT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.9100 TN 61.14 1,523.00 SUMMARY: PRODUCT 1,523.00 FREIGHT FUEL SUBTOTAL 1,523.00 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,820.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,523.00 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www nasalt.com). IN US DOLLARS TERMS AND CONDi OF SALE 1. OFFER. No terns stated by Buyer in its bid. Purchase Order acknowledgment, or other form shall be binding upon the Sellcr except as expressly agreed in writing by= tlre'•Sellec herehe notified of the Seder's objection to toil te of any additional or different terms in Buyer's bid, Purchase Order, acknowledgment. or other forms. '1'}113 SELLER'S PROPOSAL IS EXPRES LIMfTI,D TO ACC:EP1'ANCE UPON THE TER141S AND CONDITfONS C)N7AIN'EUI(ERFIN.• 2. PAY34IiN "P. i3uyer• agrees to make payment at Sellcr;.. locauiw and at the tiiii% speclfiwd gin the Seller's nv :oiciri dtcuinent in lawful ;monec uf;thC L1.5. !'lie• °tielier stay: in it sole judginertt: require such other payrnertternir as-it deems tppropriate.-includrn� partial- paytiwflt- -in- adaairae of shiI;nient or.bylettei credit. 3. PAST DUE: t :;COUY'1'S. A finance ch.,rge of the lessr of 1 per month i(M`i APRs or the highest rate permitt -6 by law will be uasrsrd on till past due accounts. Interest chained on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS OfIlERMSE SPECIFIED IN THIS OFFER, PRICES %IRE SUBJEC1' TO CHANCE 1bCl ltOUT NOTICF. ORDERS WILL, BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THiS OFFER, AT THE SELLEWS PRiCE IN EFFECT ON THE SCHE.DI LED DATE OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of tlns piiuntg ntn,t he Abrilirted to the seller in among within 60 days of the date of th invoice. 5. CANCELLATION AND MODIFiCATION. Orders may be canceled ht Buyer only upon (1'r written or oral notice to the Seller subsequently accepted in writing by the S and (2) payment ;o the Seller of reasmi ;ible cancellation 61ar1'es to be solCly deter mined by the Seller 6. C,REAAT, t': paymeut terns, :unit have tile prior ppro }al of the Sellars Credit Department and roust be spec ified in writing on the Seller's invo,cing document, If at any Irene Buyer's financial responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves die riafiCto stop shipment. on itotific•ation to Buyer and to demand payment in advance or at the time of delivery for future defiyeries or to require other Security satisfactory to the Sellei: and in the absence thereof, to canes,., without liability, di, unfilled portion of this contract. 7. TAXES. Anti- tav o other goveri,mental charge now hereafter levied qon production, scverauce, manufacture, cf: liven, storage, con,nmption. sale. use or shipment of Products of dered or sold watt he eharged to and paid by the Buyer. Such taxes ate not cu +recd in the Seller's puce. 8. DELAYS. Aar orders are accepted subject to the Seller' ability to make delivery at the rune and at the quantities spe:.ttied, and the Sellei 'hall not be liable fur damages for faririre to make partial or complete shipment or for the delay in making shipments. 'Be Buyet shalt be liable for any added expenses incurred by the Seller because c: Buyer's delay in 1'r;: ishing requested mw :rrmation to the Sallci. delays resulting from order changes by :he Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shad! not be liable for delays or default in delivery caused by h beyond its comnil including but nor. limited to flood fires, ,torten, or other acts of God, by wai or act of public enemy (or civil disturk tier), strikes. hock -outs, shortages of labor or raw material and supplies tmclud.iig fuel) of producti :at facilities, trnspottation service or equipment shortages or failures, action of tiny overrnncntau authors or other condition:, beyond the SCII. is reasonable control 9. SHIPMENT COSTS. Cnle,s otherwise specified on the Seller's invoicing document. all Lranspoitauon charges, inclding, but not lnnited to, ca,mer's charge for notili mlion ;,rior to delivei, denm age caused by Buyei, delay in unloading. diversion, or iecousituiment will he paid In the Buyer, tit. TRANSPORT RISKS AND C1,AI49S. Risk of loss and title to Product transfers to the Buyer upon delivery at the I.O.B. point identified on the Seller' invoicing dociv :,tit. C;n ieccil of tile, tlu•. Buyer is then rrspousible for prope ptotectiun of Prodw;ts and compliance h, nh all regulations ind ordinances and will mdenmify the Sellet agaunst all claims for personal injn'iea or property damage arising from the storage, use of handling of such Products. Claims for dania,ge or shortage in transit must be made by the Buyer against the Carrier, The Buyet has the respons,h4ay to Inspect shipments before or durinf; unloading to identify any such damrpte or shortage and see that appropriate notation is made on the delivery tickets or till inspecuon report furnisher) by the local agent of the cauu.ur in order to support tit claim 11, I4ARRANfY. 7hc S eller warr,n that it will e mey t 'nod title; to d: product and that, x the shoe ot' shipuhcn' the product will conform to the published specifications of the Seller Seller', specifications arc subject to change at any time without notice to Buyer. NO OTHER WARRA",1 Y OF A.sY KIND, EXPRi;SSED ()R IMPLIED, iS \q DF BY SEL.LFR, INCLUDING G ANY IMI'I,11 11) WARRANTII,S OF hII ;RCIIAti I' OR FITNESS FOR A PARTICU- LAR PURPOSI'. Failure of the 8ty(a witting slid% t 0) .rays a!?cr nvaupt of "C Product dCliv et'ei !wrotimlor to rive e.: th;,i such rr od :t,' n,o+ is so w:ar.am,. ,}tail be till.-! dificd cept:mce o :•u :;h i'.oduct and it iiy, rf all claim, r.r.i ic,occt ther: to. ir, the dent of im Aleged breach hcu� :of by riot: Seller. rite ,olr icnhcdv a,,dlabte to the Buyer on ace. „nt of anv defect in du product shall he hmiurd t, me replace uitatt of ,u,;h `raiVa produce hV t” Sellcr In th, c%,: -hr r, nu ;dy provide i hctei shall h.• dvc-cd to have failed h, essertiial pinpose, then the Buyer shall I etriitled otilv h, a refund of the amrowus paid n, the Seller fi such defective llvduct. 12. i1i111' AI ION OF IIAB11XI Y. THE BU; LR 15H U -L NOT 13C EN't E FLED FO RECO', ER I ROM SELLER INCIDENTAL OP CO,NSFQUENT1 •ll. DAMAGES OR EXPENSES, INCLUDING. BLIT NOT 1.11MITED TO, I'llOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DELIVERED OR THE NON DO i'.'ERY 01: PRODW I'll( Buvc:r a :sums:. :ill risks and fiabiliti fin any daillage to I rson, of property rCUlting from this use f the product delivered hercuridei in tit :,nu :f<tCtw ing pro"e (tithe Bayer or tit "omhiomion with othc: suhttanees or 13. I rk'1'ENTS.1 he Seller agrees to defend and protect tl,e Boyer againu loss or damage arising ow of legal action ford curt patent intringeineut in connection w u'h the Seller's mauuf'acn,re of Product, rao%-ided the Seller i, notified promptly of any such action with complete information and is given at opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller hereby retains it security interest in all Products furnished by the Seller and the proceeds there• �f, untl the puichas4 la'icc therefore is filly paid. Buyer agree, t execute such Imanring ;tatenrentc and other documents as Seller may detemiinc to be necessary to perfect such seemity interest. I.S. GOVERNING LAW. Any agreement based on the acceptance of this crater shall he constniVVI in accordance with and governed by Ili,: Laic, of the State of Kansas provided that deliver} ter'nrs shall be governed by iNCOTERMS as published by the International Chamber of Cummetee, 16. ASSIGNABILITY. Any agreenunt haled on the acccputnee of this offer shall not be assignable by the Buyer withuyt the prior written content of the Selici and am- purpnrtcd ..:i; malt without, a h cnusent ,hall he d, IZ. ENB'1RIi .4C :REEtiEN'I "..Il a:: rptCd, this offer arid the terms on the. Baler's envoi ing document constittte the entire agreement of sale and purchase of the product named ±iereir-. No modifucaiwn of this Agieeinem shalt he of any fort: or elfort unless in riling and signed b the parties sought it he hound thereby, aid no modification ,hall he effected ht the acknowledgruCnt or acceptance of purchase order Ibrms containing different tern or conditions. North American Salt Company A/A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 1047632 NET 60 DAYS 9/3/2008 70236714 SOLD To: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/02/08 W0804W 245310 245310 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIPPING POINT DELIVERED TRUCK B2.2 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.7200 TN 61.14 1,511.38 SUMMA PRODUCT 1,511.38 FREIGHT FUEL SUBTOTAL 1,511.38 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,440.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY US 1,511.38 WE APPRECIATE YOUR BUSINESS IN US DOLLARS This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt.com) IN US DOLLARS I LRiNIS AND CONDITIONS OF SALE 1. OFFER. No terns stated by Buyer u, its bid, i'ureba Order, acknowleugincm, or other farm Aail he hindmg upon the Sclicr except as :xpre�ily agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rejection of any additional et different terms in Buyer'. hid. Purchase Order. acknowl edgnx;m. or rather form rHTi SELI.F;R'S FROI'OSAI. 15 EXPRESSLY LIMITED 'PO ACCiTT'ANCE ITON THE TERMS AM) C'ON1)rrIoNS CONTAINED 11 F. RBTN.,. 2. Pd,Y1r1�`'t'.- 13tiy��er agrees to nreke payinerit,al locatipn Iind at,thc.itme�spei;ified on the Seller'� in lawfut,mon�'y :t?f thi,11 "S: 'chi• Seller may. -in it,.arle judgment, r'gi ire —uch•other payrnerihielms as it deem- appropriate' hrcludin� fill or purtial•payrnent in advance of sAriprnent or-bv letter of credit. 3. PAST DUE ACCOUNT'S. A finance char�c o?f the les,ei of 1.5% per nionth f18 or the highest rate perniawd by law will be 3ssa,1ed on all past clue account:. Inters i :Iiar ;_cd on a past due invoice will lie assessed from the date of the invoice. 4. PRICES. E AS O'ffI RWISE, SPECIFIED IN •rivis OFFER. PRICES ARE SUBJECT TO CHANGE WI MOUT NOTICE ORDERS WILL BE INVOICED, tIwikSSOI 'IIE;RYVISESPF:('IFIEDIv' Ot SHIMIL.NT. Prices silt the invoicing doacumeut t,rd ne of all apphcahle viscounts and promotional allocvanccs. %uv questions by the blo •r, about th:• thaSl� or aUAIMC) of thi:, pricing nru.,t he suhrnitted to the seller in writing within 60 days of the date of tic• invoice i. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by :hr. S- er and (2) pa }meat to i',e Seller of ieaso�i role csnccllntion char to he sokh detc ;,nmea by the Sellc 6 CREDIT. r,•,ld payment t Mr mu :.t ha, -e the I'll... �pprosA of the S Credo Dep, and nnia he sp,:.ifiwd in writing on th,' Seller's imoicig diic•ument, if at any lints Buyer's finaneiail responsibility becirmes'irnpaured or unsatisfactory to the Seller. Seller reserves the-right to stop shipment, on notif to Buyer and to rt :'and payment in advance or at the time 'e delivery for future deliveries or to regnire other security satisfactory to the Seller, and in the absence thereof, to cancel. without liability. the unfilled portion of this contract. 7. L1XES. Any tax or other goFcrnmrntal charge now or hereafter levied upon production, sevei,,nce, manufacture, deli,cn'. storage, con >unaption., s<de. use of shipment of Prodtxt.a ordered or soar.; will be charged wand paid by the Buyer. Such taxes are nor covered in the Seller's price, 8. DELAY'S. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quamtties specified, and the Seller ;halt not he liable for damages for fadure to make partial or complete shipment or for the delay in making shipments. 'I'lic Buyer shall be liable for any added exp, ,ions incurred by the Seller because of Burr's delay in banishing requested information to the Seller, delays resulting froth order changes by the Buyer, or delay in unloading shipments at dehvcry poita chat are the fault of BU. er. 'ncc Sailer shill not be liable for deLrvx or defaults in delivery caused h) forces beyond its control including but =oi firmed to .foods firs titorms, of other acts of God- by war or act of public enemy (or civil disturbance), strikes lock outs, shortages of labor or raw materials and supplics hr ,club, ;r fucl, or producth r"Jlitic', trautipone.rcn service or eyutpme,rt shoriagcs or failums- .fiction of air- govo nuieutal authors,, or other renditinrs beyond the Seller' reasonable control. 9. SHIPMENT COSTS. unless otherwise specified on the Seller's invoicing document, all transportation charges, nneluding, but not limited to, carrier' charge, fornoufication for to deliver, de r:uria caused by Buvo t, delay in unhoadu dierrs,ion, or recon6,nment will he paid by the Buyer. 10, T'RANSI' RISKS AND CLAIMS. Risk of loss and title to Products transfer u) the Buyer upon delivery at the F.O.B. point blenlilled on the Seller's rmoicmg docu:,mt. (.in receipt of atic, the Buyer i, then responsible for proper protection of Products and compliance with all regulation, mud ordinance, and rfl indcanifv the S. Iler ar ainst ;dl chi rns for ]hrsonad irtiuries on property dzmiage arising front the uorage, use of handling of such Products Claim; for damage ur shortage in transit must be niade he the Buyer against the Carrier. The Buyer has the recponsihility to inspect shipments before or during unloadiri 10 tdClitily any such dariage or shortage and ,e, that appropriate nulation is matte on the delivery tickets or an in rrpou furnished by ttic. local agent of the carrier in order to support a chum. 11. 1i;YRRAi "rY.'rhe Seller warrants only that it w ill convey good title to the product and that- at the tittle of shipment, the product will conform to the published specifications of the Seller. Seller's tipecificatiorm are suhiect to change at any time without n +tics to Buver. NO O'I TIER %V'ARRA', l Y OF ANY KiND, EXPRESSED OR INIPLIFF). IS MADE BY SELLER, INCLUDING ANY VvIPLiFD WARRANTIF."S OF NiERCHANTABILI'FY OR FITNESS FOR A 1 LAR PI )RPOSF. Failure of the Buyei within, thiriv t30) Cave ,`ice receipt of the Product deliv mxl isrcundcr to give r., that such pro not a, so wan i anted 'hall he are uny" rified p ;,mce i .t h or< w-' a wa :,ei of .dl caaim� +Oth respect 1lieret lit il:e cre -.t of allc icd breach hereof h the Seller, the !:,dc mmed available to rue Bn\ er oil account of any defect in the pi nduct shall he hnritcd to the replace- ment oC'u, h dr� prosiest by ,lie -there In the event fie reuted� provwc,l herein ,hall be dcco;W to hacc Jade,! it, e»ential pupo rhos do Buyer shall he entitied „id, w a refund of the amounts bald to the Seller for cucli de fective Product" 13. LTS'IFI)Y 'PION OF LIABILITY. THE BUYER SHALL NOT Bpi ENFf'I7,ED TO RECOVt,R FROM SELLER INCIDENTAL OR CONSF,QUENTTAL DANIAtIiLs ON riXJTNSLS, INC AIDING, BUT NOT I- IMITLD TO. TF105F f \CURRF.D ON ACCOUNT OF'rl'•.F QI'Al_ITY OR ANIOI,N'T OF PRODt'C_T DELIVERED OR'ri lE NON DELIVERY OF PRODI'C 'I. The Buyer assumes ail risks and liability for any damage In persons or property resulting from the use of tiie product dcl,• cwt hewundcr i^ r, }l Turin 1u.•,, of th; Burr oriel %inatmn with tt,; <uh >t :ices or or!io 13. PATF,NTS. The Sellei a•�rcc•, m deland acrd protect tfr. Buyer against hr. or damage arising out of legal action f'oi direct patent inli ingeni i ire connection w the Seller's manufacture of Product, provided the Seller is notified promptly of arty such action with complete information and is given all opponunity to defend. 14, SECI'RITY 1NTERF,.ST. Tire Buyer hereby grants to the Seller and the Seller hereby retain, a security interest in all Products furbished by the Seller and the proceeds there anti: the puichaw pnee thercfoic iQ full Laid. Buyer agree to execute such Financing statements and ether documents a, Seiler may determine to be necessary to perfect such security interest. 15. GOVERNING: LAW. Anv aemenunt based oo the acceptance of this offer >hall tic construed nr accordance wish and govcmed by the Laws of the State of Kanars pr,,ci,1,.! that dchvcry tent she :=1 he governed by INCOTERMS as pohlislncd by the Intern ;ui Chamber of t'oomwrce. 16. ASSIC i,31LITY..Anc ag r ii :••C haled on tt:, acc itanc, of this ofh,•r,,haA not h; assignahh by the Buyer wirhoai the prior writ[: n convent of th, Seller :rd any purport,',] as- igmncnt without ouch consent .half he void: 17. E \'riK) AGREEMENT'.11 accepted, this offer and he ternis,ou the S;tler s in,voicing,documiet consti LuLe the nur,.agreemeut.ofsah: and.purcha..c.oLthc product c.oae.f h••r,'n.. No nrodific,mou of this Avicoi ent ,h;dl he cif env Fiore or effort Warless in wririne siened by the panties sought to he bound ihereliy. and no modifieatioh shall be effecred by the acknowledgment or ac•cLpt nce of purchase: order forms containing different terrus or, conditions. North American Salt Company A/A Compass Minerals Company INVOICE Page 1 of 1 a PLEASE REMIT TO: FEDERAL ID PAYMEN i TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 =7043 48-1047632 NET 60 DAYS 1 9/4/2008 '70237388 SOLD TO: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET IN 46033 WESTFIELD, IN 46074 UNIITED OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/04/08 W0804E 248517 248517 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76.599 178. SHIPPING P OINT DELIVERED T,E?UC B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.8000 TN 61.14 1,516.27 I S UMMARY: PRODUCT 1,516.27 FREIGHT FUEL SUBTOTAL 1,516.27 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,600.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,516.27 This Sale of Goods is subject to t he Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at w .nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1, OTTER, No td ;rm., stated by Buy- in n< bid, Purchase Order, acknowledgment, or other form .,hall be hinding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller', objection to and rejection of any additional or different terms in Buyer', bid. Purchase Order. acknoigledgmcut.,or, other f9rin,. 'i'lil,i, SE(.I.F,R'S PROPOSAL IS EXPRtiSSLY LLb11TED TO ACCii TANCE UPON THE TERNS AND CONDITION CONTAINED I ILRFI.N. 2. PAY'M1IFS =1 :t13uyei agrees to make pavmeiit.al ;5clP!r l6cation ii d at rite', YkA, splcified:on the 'iellbr's invii sing 6 in ('awful )rune y of the %LFS. "C}Ic I "Selmer iiiiiti•,'friits s61e judgmertC t,iquite ct7ch °ctfherpavm'cnt'tenm'as it orhy•lettcv of credit. 3. PAST DUE; ACCOUNTS. A fin mce charfr of the ly of 1 :5'n: per month 118% APR) or the highest role permitted by law• will be .isScs,cd oil all past clue accounts. Interest charged on a pact due invoice will be assessed frcim file date of the invoice. 4. PRICES. EWITT AS 0 1I1BRit'1SL SPFCiFIED IN THIS OI-FER. PRICES Aft]; SUBJECT C TO CHANGF; Gy I VIOL T NOTi(T. ORDERS wfl: L 13E INVOICED, UNLESS OTHERR'ISF SPEC'1FIED IN THIS OFFER, ATTHL SELLER'S PRICE IN EFFI3CTON THE SCHEDULED DATE, OF SHIPNILNT. Prices 0n the invoicing document are net of all applicable discounts and promotional allowances. Any questions by the buyer. about the hasis or accuracy of this pticmg nam l uilxantod to the seller in writing within 60 ds }s of the date of the invoice. C'ANCELLA I )ON AND t1ODIFICA'rION, Ordei maq be, canceled by Buyer only upon (1) written or oral notice to file Seller sabsequendy accepted in writing by the Sclicr and 1'2) payment to the Seller of reasonable cancellation charges to be solely detennined by the Sellet, 6. CREDI'I. Crcdit payment tLrnr crust have the prim approval of the Seller', Credit Dep.otmeet and must be ,perificd in writing on the Seller's invoicng, document, if at anytime Biwer's tinancifil resp risibility becomes impaired or unsatisfactory to the Seller, Seller resme% the right iii stop shipment, on notification it Buyei and to demand payment in ademice or at the time of delivery for fu d :.;liveries or h+ reduce other security slaisfactory to the Seller, and in the absence thereof, to cancel. without hahihty. the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivem storage, consumption, sale, use of shipment of t'rodnas orieted or .old -ill hr• charged to luid paid by the Buyer. Such taxes are not covc in the Seller's Price. 8. DFLAI 1�. All nrdern are ac.eple subject to tie Seller's ability to make delivery at the time and in the quantities specified. and the Seller shall not he liable for damages f failure to make partial or complete shipnicru or for i the delay in making shipmetas.'I'he Bever shall be liable for any added cxpen incurred by the: Seller because of Buyer', delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery point that are the f-11.111 01 buyer The Seller �hadl not be liable tin' delay, or defaults in ,i,hvery causal hY forces u es beyond its control iticlttding. r not hrnited to floods. 1'res, storms, or other acts of God. by war or act of public enemy (or civil disturbance), strike,,. lock -outs, shortages of labor or raw materials and supplies ful:! ,idir• fuel' or prnhtcti: facBitics, trail sp( .t.Iitoil service or rytupnrent shortages or fe ;!uren. action of any �ovcimriental a uthoruv r other condition beyond the Seiler' reasonable control. 9. SHIPMENT COSTS. Unless otherwise: specified on the Seller's invoicing do,;umcnt, all transportation charges, inchrJing. but not limited to, carrier's charges f notiicai =on prior to deliver. demonmge caused by Bu)et, delay in unloading, iliyersion, or reeonsil mnent will he Paid by the Buyer 10. TRANSPORT RISKS AND CLAIMS. Risk of loss, and title to Product, transfers to the Buyer upon delivery at the FO.B. point identified on the Seller's umucurg d,.. mne.tt, On mceirt 01 td,:. tiie Buyer i, theft responsible for pioper protection of' ProdnCis and compliance ,vilh ail regulations and ,,rdinance•, and Will indemnify the Seller against nil clairns for personal injuries or property claunage arising from the storage, use of handling of.uc•h Products. Claims for darnage or shortage in transit must be made by the; Buyer against the Carrier. The Buyer has file responsibility to inspect shipments before or during uuloadim,. h.: jdcnwfv atnv such darna,�c or sbortane and we that appropriat,' notation is made )if th< deliceiv ticket: or an in repo lim6shed by the local agent of the carrier in order to support a clann. 11. NNARRANTY. The Seller warraw onty that it will convey gteal title to the product and that- at tiie time of shipment, the product will conform to the published pecificalions o1' the Seller. Seiler', specifications are ,ut,icct to change al any time without notice to Buyer. NO OTHER YVARRA` 'i Y OF ANY KIND, EXPRf. ;SSF.D OR IN4PLIED, IS SIADL BY SI:,LI_HR, ll i,"LUDING ANY !MI`I_fF ?D WARRANT 11» OF NIERCHAI' I:AHII.i FY OR ITI`ESS I.OR A PARI ICU LAR PURPOSE, Failure of the Husk: withing thiry (30l ,Lira after receipt of the Product dtolivcrcd l,cretmder to give nonce that such product is not as so waiianted ,hall be an t ngea.ir wd r:cprre.c o -uch •„duct and a saner of :ll chine; a itit t (beret„ In the ei-cia •'c;ec hieacn !,:­I­: by iii, Seth:, ti „ie Mined} aaaila' ;e 10 ne Buyer on ricud ^t ui'r.ny defect n! iIc p +duct shall b, hniiicc: to tic rcpla"x mean of ,t, t def t,ve modrici by th•• Sella hi the event the ietne•dy provided herein shall be dccrre-d to have failed if, essential purpose then the Hu shall he enuttcd out} to it t:kund of th,;,:ainow,cs Maid ill the Scllcr for such defective 1'1oduc i. 12. LFSIITAHON Oh LIAIBILITI THE Bi )TR S+ ALL NOT BI: ENTI I I,I:D'i'O RECOVU1 FROM SELLFR INCIDENTAL OR CCh 'Qt:ES."1IA1 DAMAGES OR EXPENSES, INCLUDiNG, BUT N01 I- 11MITED TO, 1'II0SE INCURRED ON ACCOC NT OF TIIE QUALITi' OR AMOUM OF PRODUCT DELI VLRLD 0R TiIE tOti DEi J\ !dRY IF PROI)l. t T. The Buyer as,um •s d' risks and liability for any da rnage to person ur properi} iesulbng from the. use of (tic product dcli,•ered hereunder' ill mmmfii(arim pioce of the Buyer or m combination with othci sub,tance,s or othctwise 13. PATENTS. The Sellei agrees to defend and protect the Buyer against lose or damage arising out of legal action for direct patent infiinimile t in connection with the Seller's inanufacitire of Pr+•.luet. the Seller i, notified pl of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The 1 +uver hereby grant,, to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof; until the pmcha,t price therefore is fully paid. Buyer agrees t0 execute such ITnancmg statements and ,fiber Document, a, Seller may determine to be necessary to perfect such security interest. 15. GOVERNING LAIN. Anv agreement ba,ed on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kan <ns pro••: ided fi,at delivery :cirns .hall he goNvnicd t. INC)TERNIS a puhlis:asl by the intenna' tad Channcci of Commerce 16. A.SSiC:NAIWATY, Anv gicr+ m hosed on the ar rpt.mce of tlus of "'r.sh,li not he assigi by file Buyer with ul the prior wrote copse it of the Seller are any purported assigmnent without such con -em .hall be avid. 17o htiTIRF AGREEMENT: If accepted chi offer aunt lite ternn on the Seller's invoicing document onsututc ill,: ,moire agrxment of sale aad.purcha,e at the pcodact 11,1mcd iw:ent. 1a nxalilics of this A, shall he of any tirrce or effort unless in voting and signed b, the partjes "sotight to be bound therehc. and no modilieation shall he effect"d by tie acknowiedgnicnt or accepumce of purcha..:; eider forms coutc,not chffcrem terms or conditions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 ATE INVO PLEASE REMIT T0: FEDERAL ID PAYMENT TERMS INVOICE DICE NUMBER AT�AN 2 7 7 43 30384 -7043 48- 1047632 NET 60 DAYS 8/27/2008 70234287 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/26/08 W0804W 241147 241147 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 .178 SHIPPING POINT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM I UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.8400 TN 61.14 1,579.86 i SUMMARY: T PRODUCT 1,579.86 FREIGHT FUEL SUBTOTAL 1,579.86 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,680.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,579.86 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS GERMS AND CONDrrIONS OF SALE 1. OFFER No Icons stated by Buyer to its bid, Purcha <c Ordei, acknowledgment, or other form shall be binding upon the Seller except a, expressly agreed in writing by the Seller. Buyer is heicby notified of the Sellct's objection to sots rctcetion of• any additional or dif',;enf term, in Buyers bid, Purchase Order, _acknowledgment._ <�r other forms. THE SELLER'S PROPOSAL IS EXPRESSi.Y LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAiNED I iEREiN. 2. PAYMENT. Buyer agrees to make payment at Sellers lo"ition'tnd at the fides specified on the Seller's invoicing document in lawful money .of the U.S, "Iles Seller in its sole judgment. roc uire'suc•h payment terms us it deems appropriate. includin full or trtiai payment in advance of shi hment r b letter of I g i P g Pa t 1 o} credit. 3. PAST DLE ACCOUNT'S. A finance charge of the lesser of 1.5% per month I $9i APR) or the highest rate permitted law will be a.,essed on all pat t due accourW. Interest charged on a past due invoice will be assessed from the date of the invoice. 4. PRICES. EXCEPT AS 01'IIERWISE SPECIFIED IN THiS OFFER, PRICES ARE SUBJECT T•O CHANCE NVI '1IIOUT NOTICE, ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, A'f TIIE SELLER'S PRICE IN EFFECT ON T'HL SCI II )t. LED DA'I E OF Sl11PMF.ti'I'. Potties on the invoicing document arc net of ail applicable discount,. and promotional allowances. Any questions by der buyer, about the b :,:,is or accuracy of this piicing nnr,t be submitted to the sefh�r in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (1) written or Oral notice to the Seller subsequently accepted in writing by the Seller and paymcut Srl[cr of reasru cancrllati n cha rgos as be solely determined by the Seli,i. 6. CREDIT. -C iedit payment terpt,. mu;t have the print approval of the .Sell a Credit Depamnent and roust be specified in writing on the `.+tiller 'e rn invcirng document, if al -any time Bilyer's f iitancral responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves the.iiatft to stop shipment, on notification TO Buyer and to dennand payment in advance or at the time of* delivery for funrre deliveries or to require other security satistacton• to the Sellet and in the ahwrice thereof, to u wei, without liability, the unfilled portion of this contract. 7. TAXES. Any 1sx or other governmental charge now of hereafter levied up production, severance, manufacture. delivery, storage, consumption. sale. use or ihipnhent of Products ordered fir sold will be chained and paid by the Buyer. Such taxes ate not covered in the Seller's price. R. DELAYS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seller shall not be liable for damage, for taulurz to make parua :.0 complete shipnnert or for the delay in ruaking shipment The Buyer ,hall be liable fur any added evnen >es Incurred by the Seller because of Buyer's delay in furnishing requested Information to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at delivery p Goat are the; taut: B :aver. The Seller hall not be liable 1'ur lelays or defaults in delivery caused by forces beyond its control including but not limited to floods, fires, torms, Or other acts of God, by war or act of public enemy (or civil disturbance), strike. loci. -outs, shortages of lahor or raw matenak and supplies ,inc,udure fuck fir pr :utu; :i,ia facilities, iranspovauiun service of equii;rnent shortages or failures, action of am- ga aurh „iny or other condition; beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller'.. rnvofcine document. all transportation charges, including, but not Ihniaed to. comer's charges n li'r otificutt.nt pri"r TO deliver, den urra e eata:.ed by Bur �_r, delay in unloading, diversion, or iec< will he pair' by the Buyer. 10. TRANS :'f ?RI' RiSKS AND 1 111YiS. Risk of h and title to Products transfers to the Buyer upon delivery at the F.O.B. point ulemit7ed on the Seller' invoicing document. On receipt of title, the F3ue -or is then responsible for proper protection Of Products and compliance with all reLtulatiom and ordinances and will indemnify Inc Se! -a against all cla .gas for personal iniurit or property chromic arising from the storage, use of handhm* A such Products. Claims f Jaiunge or sttortage in iin.sit urust be made ;ry the Buyer against the Carnet. the Buvet ha, the respon. kilt; to inspect vlut -gents before of durir� unloading to identify any such damage or shortage and see that appropriate notation is made on the deliver} ticket, or an inspecuon report furnished by the local .gent of the Cartier in order to sups „a t a claim 11. WARRANTY. The Seller wanmat only that it will o mvey good title to the product and that, at t.::' Time of hipuicnt- the product will c,.nform to the published specification; of the Seller Sellc+'s srecefi:ations arc subject to change w any time without notice to Buyer. NO 01TIFR WARRANTY OF A.,Y KIND, EXPRESSEF) OR 1h11'I,IED, IS 1i.1DE BY SELLER, INCLUDING ANY MIPLILD WARRA€N I lfS OF MERCI IA', fABILITI OR Ffl'" FOR A RAR1'ICti- LAR PURIICI P. oilure of the Bu.cr wilhin_t ibirty OW lens., after;ece;grf Of t':,: Product deliv.r.A h:•reunder to give n,)iko that such prole t is not as so warranted ,hall I,e an €mqu,"H! €ed :.ceptancc f sll_n pnxluct and a .,aiu di al! c(a +:r:. •,c;.n ic y;<,ct torn;« In the event ct an alleged bleach hr,eof by the Seller. the ,Olc ieucdy available to the Ruye•r on account of iuty detect in the moduct ,halt be e, nitcd To the replace s;c:ni of ,u.:; =Se;- 'Civc �,rodact h', ;'3c :Alec in thl cvr:: the °erred}' Pr;r;idr,! herein ,hall h; d",n) d to have l.uled t wrti:d pmnose hen alt. Buyer shall t entitled only to a relund of the amounts paid u the Seller for,uch defecuve Product. 12. LIMITATION OF LIABILiT'Y. TiJE BUYER SHALL NOT 13E F.N'I ITI_ED TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAR4;1(7ES OR FXPI NSES, INCiJJDING- BUT NOT LIMIFED TO. Fl10Si: INCURRED ON ,ACCOUNT OF TPI, Q!'AIJTY OR A� K)1 'NT OF PRODUCT DELIVERED OR THE NON -DEI IVFRY OF PRODUCT. The Buyer assumes all risks and liability for any damage To liersons or property resulting from the, use Oi the product osliver =.;d hereunder in ;ianuiactw ing plot c,,, of the Rover or in a onrbinatiou with other libstanec or r 13. PXFEM S. The Seller agrees to defend and prwect the Buyer against loss a damage arisen, Out of legal action for three t patent iuirinat.; teat in connection with The Sellers manufacture of Produm. provided the Sellcr i� nodf ied promptly of any such action with complete information and is given an opportunity to defend. ld. SECURITY INTEREST. Thv Buyer hereby ,rants to the Seller and the Seller hereby retains it security interest in all Products furnished by the Seller and the proceeds thereof, until the purcha,c price therefore is filly paid. Buyer agrees to execute such financing statements and other documents as >cller may determine to be neccssar, to perfect such seem i'y interest. 15. GOVERNING LAW. An a trecruent based +u the acceptance of this o!ler ,hall he construed in accorcknce with and governed by the Laws of the Stare of Kansas provided that delivery terns shall be governed by iNCOTERMS as published by the Imernational Chamber of Commerce. 16. ASSIGNABILITY. Any agre: meant based ono the acceptance of this offer shall not be assignable by the Buyer without the• prim written consent of' tile Seller and aay ptnport� „a:.: i t mint wA6, ar .itch ruse :u shall he 17. (•:STIR;; AC =REEMEN'F. IC :ce;hi d, this oftcr a,al the te•rnts on tltc S;ll.u', invoicing 1%cwnc:nt constitute Ih, entire aerc:cm.• :t of ,ale wed purchase of CtL product named herein, No modifi of this Agreement shall he of any force° or effcnt unless in writing and ,cipied by the parties sought to be bound thereby, and no mo,Iifmvion hall he effected I. file acknowledgment yr accepuunee of purchase order form, uniainin, different te, os or conditions. North American Salt C ompany h Compass Minerals Company INVOICE Page 1 of 1 PLEASE R TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER AB X277043 30384-7043 48- 1047632 NET 60 DAYS 8/28/2008 70234966 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL, IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/28/08 W0804E 245306 245306 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIP PO INT DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.0000 TN 61.14 1,528.50 SUMMARY: PRODUCT 1,528.50 FREIGHT FUEL SUBTOTAL 1,528.50 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,000.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,528.50 This Sale of Goods Is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www nasalt.com). IN US DOLLARS PERMS AND CONDITIONS OF SALE, 1. OFFER. No teens stated by Buyer in itR bid, Purchase Order, acknowledgment, or other fonts ,hall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Srllei's objection to and rejection of any additional or differem termR in Buyer', bid. Purchase Order. a cknow-ledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS A: CONDITIO CONTAINED I IEREIN. 3. PAY"141ENT.' Buyer agrees to make paymentat Seller`' location and at the semi•, speciftedmn the Seller's tnvoicing.ef"cumenI in lawful `money-of th CI.S. The Seller Pint in its sole 'trd rent; rep uiie Ruch other payment terms as it deems appropriate: including full or partial payment in advance of' shipment by'letre:l of y J g P' credit. 3. PASO DL;E ACCOUNTS. A finance charge of the lesser of 1 5% per month t18% APR) or the highest mte permitted by law will be assessed on all past clue accounts. Interest charged on a putt duct invoice will be asse,,icd from the date of'the invoice. 4. PRICiES. EXCEPT AS 0111URWISE SPECIFIED IN THIS Of I ER. PRIC fLS ARC: SUBIF ?Cf TO CIIANGE WI f'11OUT NOTICE. ORDERS MIA. RE INVOICED, UNLESS OTHERWISE SPECIFIED IN 77115 OFFER, A f THE SELF. :R'S PRICfi IN EFFECT ON'I'HE SCHLDC LED DATE. 01 SHIPMENT. Dices nn the invoicing document are net of all applicable discounts and promotional allowances. Any quesuons by the buyer, about the hays or aecaracy of this pricing rnu.,t he submitted to the seller m writing within 60 0ays of the date of the invoice. 5. CANCELLATION AND NFODIFFCXnON. Order, ruav be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by th, Seller and payment I" the Seller of reasonable cancellation charges to be solely determined by the Seller, b. CREDIT, 1cv :t payun.ut urns i nust ha%efl)c hate prior approval of the S,,Icr's Credit Departruent and must b<: ,pe.�fi<d in writing on =Ito Seller's imoicmg document, It at tiny time Buyer's financial responsibility becomes irnptured or unsatisfactory to the, Seller, Seller reserves es the righ to stop shipment, on notification 0 Buyer and to demand payvnenr alt advance or at fit( time of delivery for future deliveries or to require other security .satisfactory to the Seller, and in the absence thereof, to cancel, without liability. the unfilled portion of this contract. 7. TAXES. Any tax or other governmentid charge now or hereafter levied upon Production, Sevcr,ntce, manufacture, delivery. storage, con >innpuon. sale, use of shipment of Products ordered or sold will he charged to and paid by the Buyer. Such taxes are not covered in the Seller's price, 8. DELAYS. All orders are accepted subject it; die Seller's ability to make delivery at the time and in the quanuties specified, and the Seller ,hall not be liable for damages f 1: ilurc to make partied complete shipmew or for the dela in making; shipments. The Buyer shall he liabl.: lot any added espn•nscs incurred by the Seller because of Buyer's delay in funushing requested information to the Seiler, delays resulting from order changes by tine Buyer, or delay in unloading shipment< at dehveiy 1' int t tsar arc the fnalf of Bttper The S,11cr ;;tall not i e liable for delays or default, in di livery caused by forces beyond its control including but not hrnitcd to floods, f ire storms, of other acts of Ciod. by war or act of public enemy for civil disturbance), strikes. lock -our,, shorrage, of Jabot or taw materials and supplic hn fuel) or productitm facilities, translwrlation service or cquipmeut shortages or failures. action of any 40veirimental authority or other conditions beyond the Seller' reasonahlc contrui 9. SHIPMENT COSTS. Unles oliwiwise specified on .ho Scllei s invoicing doctmunt, till transportation charges, including, but not limit ,1 ro, :currier' charq: a for notification prior to deliver. derfuiage caused by Buyer. delay in unloading, diversion, or reconsignment will he paid by the Buyer- 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Producl, tcartsfers to the Buyer upon delivery al the FO.B. point iticriified on the Seller's Invoicing d :umant. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinance, and will mdernndy the Seller against all claim for perconld injuries or property damage arising from the stornge, use of handling of Ruch Products Claims for daina_c or shortatge in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or doing unloading to identify any such damtane or shortage and :ee that appropriate notation is made on the delivery- tickets or an inspection report furnished by the local anent of the carrier in order to support a chum. 11. 1'EARRA.V '1 t. The Sellei w :uraEtn only that it +g ill c, nvey good title to the product and that, at th, time of shipment, the product will conform io the published specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRAM Y OF ANY KIND, EXPRLSSEi3 OR IMPLIED. Is LT'VA, BY SELLF,R, I` ANY 111 WARRAN'l If.S OF i)IERCHANTABILITY OR 17TNFSS FOR A PARTICU- LAR PURPOSE. failure of the Buyer withinr thin, 130) days fter receipt of the Product deliv ::red hereunder to give nou,c that such product is not is so warranted .11,111 as t. ,:o ied ar epos It ter uhici ands .:suer of ,dl claim iih spocr'.heret, fn the t rent .,f :,r; .;geed hiea,ii hen:: ,s the Seller, tit *Ic rcnredy .ar ilal ro ,lie Burcr ou at evnrtt of an} defer; in the product shafl be lrnited to the replace ment Of sins; ,lets -rive produu by tine Setict In th evet.i rite remedy provi,h•d herein :hell be d.•cmcd to have fatted it- essential limposc• ;1,en the Bu.:r shall bc enti lel,ogl ty ¢.re(und ni Nrc aa- ryotnu paid to the Seller tier such defective Product. M1.. 12. Limur TFON OF LIARiLITY. THE BUYER SHALL NOT BE UNTITLED TO RECOVI.R FROM SELLER INCIDENTAL OR CONSEQUENTIAL DAINIAGU::, OR LXPYNSUS. fNC;J.t:DIN(i, BUT NO'l LFMI'1111) TO,'1'LliAE fNCURRED ON ACCOUNT Of'') HF QUAiJTY OR AVOUN'i OF PRODC l' DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to persons or property resulting from the use o the products d,Ii hereunder in a: r�,ifaclurin T urge, uC the Bever or in combination with .stir r ahstand:es „r orbs- sect 13. PATENTS. 1 he Seller agrees w defend and protect he Buyer against k* or damage arising out of legal action for direct patent infringetm- tit in connection with the Seller's manufacture of Pioduc•t, provided the Seller is notified promptly of any such action with complete information and is given an opportunely to defend. Id. SECURITY INTEREST. 'file Buyer hereby grants to the Seller and th, Seller hereby retains a security interest in all Products furnished by the Seller an<i the proceeds thereof, until the pnchase price therefore is fully paid. Buyer agrees to execute such financing statements find other documents as Seller may determine to be necessary to perfect such security- interest. 15. GOVERNING LANV. Any agreeanent haled on Ill, a;;ceptence of this rifler shall he construed in accordance n -ilb -nd governed by it:r Law, of the Stare of Kansas provided that delivery teens shall he governed by INCOTERNIS as published by the International Chamber of Commerce 16. -ASSIGNABILITY. Any agreenicni based on the acceptance of this nifer,hall not be assignable by the Buyer without the prior written consent of the Seller and any purport. .I a. _omens with(Ml con,ew :h; II he` d. 17, ENTIRE .AGREEMENT. if .rr ;,peed, this offer an -i fine ternls.an the her',, invoicing document cnnst mte.the enure aerecnu:nt of de. and purchase.w.the, product narzied herehl. No nnudification of thiR Agreement ,hilll be of any force. of effort unless in writing and signed by the prune, .,ought n be bound thereby. and no inudifica +ion hall be effected by the acknowledgntem r accepuuce of pm chase order forrns containing different terms or conditions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER AT'AATA ?GA 43 30384 -7043 48- 1047632 NET 60 DAYS 9/5/2008 70237970 SOLD To: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/05/08 W0804W 248522 248522 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 .178 S POINT DEL IVERED T RUCK_ B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.6900 TN 61.14 1,509.55 I S UMMAR Y: PRODUCT 1 ",509.55 FREIGHT FUEL SUBTOTAL 1,509.55 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,380.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,509.55 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt com). IN US DOLLARS 1'F,RIMS AND C:O.NI)ITIONS OF S:ALL 1. OFFE,R., No let ills 'rated b} BEtyet in it; hid, Purcha­ Oidei. acknowledgment, or other farm Shall be binding upon the Seller except a, expressly agreed to writing by the Seller. Buyer is'herc•b notified of the Seller's objection to toil teiection of any additional or differeat terms in Buyer's hid. Purchase Order. acknow'teclgment, cn other forms. I'HL SELLER'S PROPOSAL IS EaPRFSSL.Y LLtiII "f Et)'ff1 ACCJ:PTANC :f; I;PiiN HIE TFk \15 AND C;ONDiTIONS _sass.. :",1N Jc lit 2. PAYNYENT. Bipy'c'agrces to nrake;paymeiit at e-r.s Shcl location and,at t}tG tiro ;specitjed on die Sellet`S du ument in l,lwful tponey, of the is Sell&'n%y, in ire sole tudgment, reynire ether paymcn ms it t'ters a deems- appropriate: •tneluding n, Ifill.Or- pautial•paynnt in- nd.vance.of.st,tputent or'by lettee. of credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of. 1.5% per month (18% APR) or the highest rate permitted by law will tie assessed on'all past clue accounts. Interest charged on a past due invoice will tie as d;scd kdrn the date of the invoice. 4. PRICES. I.XCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHAN(iF, w(THOt1T No'na.'. ORDERS WILL BE INVOICF,I), UNLESS OTHERWISE SPECIFIED IN T141S OFFER. Ai'THE SELLER'S PRICE IN EFFECT ON THE SCI IEDULFD DATE Ol SHIPM NT Price, on the invoicing document are net of all applicable di,counts and pronw allowances. Airy questions by rile buyer, about the basis or accuracy of this pricing must be .tihmitEc d to the seer, r in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIIRCAT ION. Orders may he canceled by Buyer Only upon t 1) written or oral notice It, the Seller subsequently accepted in writing by the Seller and (2) payinent io tilt' Seller of reasouahle cancellation :'har yes to he solely dcr�mnined by the Seller. 6. CREDIT. Credit payment rerrn< must have the prior appiovsl of the Seller's Credit Department and must be spoci icd in writing on the Seller', invoicing document. If at any time Buyer's4inanctal responwibility become +impaired or unsatistactory,to the Seller, Setler,resenc,N the right to stop ,hapment, on notification to- Buyer and to dcroand payment in ad.ancc ire at the time of delik -ery for funnc deliveries or to require other secoarity sat;,factory to the Seller, and in the absence thereof, to tens 1, el ithout liability. the unfilled portion of thin contract. 7. TAXES. Any tax or other govermmnuil charge now or hereafter levied upon production, scvciance, manufacture, delivery. storage, cansunnpbon, ,ale, usc of shipment of f'rodtetS ordered Or 101d v: ill be charged to tird paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All orders are accepted subject to (lie Seller's ability to make delivery at the time and in the quantities specified, and the Seller shidl not he liable lot damages for failure to make partial or complete shipment or for the dela in making shipments. The Buyer shall be liable fOr any added expenses incurred by the Seller because of Buyer's delay in furnishing requested in Fort till tuo to the Seller, delays resulting from order changes by file Ruyer, or delay in unloading. shipments at delivery pours that are the fault of Buyer The Seller sh3IJ not be liable for delays or defaults in delivery caused by f0ices heyond its control including, but not limited to flood,, fires. storms. or other acts of God, by war or act of public enenny (or civil disturbance), strikes. lock -ours, shortages of Jabor or raw materials and supplies (including fuel) or production facilities, transportation service of equipment shortage, or failures. action of any governmental authority or other condition.' beyond the Selicr's reasonable control, 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but not limited m, carrier's charges for notification prior to deliver, dennnrage caused by Buyer, delay in unloading, diversion, or recowigninent will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Product, transfers to the Buyer upon delivery at the FO.B. point identified on the Seller's invoic•ine document. On receipt of utfe. the Buyer is then responsible for proper protection of' Products and compliance with all regulations and ordinances and will indeanmfv the Seller against all claims for perconail injuries or property damage ansing from the sun age use of handJinw Of such Products Claims for damage: or shortage hl transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or eluting unloading to 'identify any such carnage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local ag,ent of the carrier in order to support if claim. 11. W :1RRANAW. The Seller warrants only that it will c ,OOCI title to the product and that, it tl *e time of shipnu:np, the product will conform to the published specifications of the Seller. Seller's specifications arc subject to chang at any tine without notice to Buyer, NO OTHER ANARRANT"Y OF ANT KIND, EXPRESSFI) OR IMPLIED, IS MADE, BY SELLER, INCLUDING ANY IMPLIED WARRAN•I IES OF MERCHArN 1 "ABILITY OR 1aJ'I" uS) FOR A PAR1'Wu: LAI? PIIRPOSI Failure of the Ruycr w-idriug thirty! 30) day, afier receipt of the Product delivered hereunder to give nO.icr that such pmdu.t no' as so wart intol shall hr an ouch pra,Iuct aad {f ..ar. el of all cl. :inr .,''h restxrt Ihcrcto In the ever,i of m tins Seed hiearh h rrn( bz the Seller. the sotc remedy available to the Buyer on account of any defect is iho product shall bc: unntcd to the replace- ment of such c pnxluct by ill, Seller. la the ,vent the remedy provided herein shall be deerned to have failek! it, essential purpose thcu Ili,) Buyer shall t•e entitled only to a refund of tote atnuunug paid to tote Sett E�mr. ;uch_defretisr_ Product. a LIMIT "AT'FON OF LIABILITY. THE BUYER SHALL 'NOT BE ENTITLED TO RECOVER FROM SELLER I,NCIDEN'IAL OR CONSEQUENTIAL DAMAGES OR EXPENSES. INCLUDING, BUT NOT LIMNED TO. THOSE INCURRED ON ACCOUNT Oh THE QLALITY OR A1IOCIN OF PRODUCT DELIVERED OR THE NON DELIVERY OF PRODUCT. The Buyer assumes all risks and liability for any damage to per,uns or property resulting from the use of the product delivered hereunder in m.urufacturing procc,w, of the Buyer or in combination with other substances „r otherwise 13. P.•vl'ENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection will) the Seller's manufacture of Product. provided the Seller is notified promptly of any such action with complete information and is given au oppoi sanity to defend. 14. SECLRITY INTF,RiST. The Buyer hereby grants to the Seller and the Seller hereby retains a security interest in all products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be necessary to pet lect such security intcreSt. I 15. GOVERNING LAW'. Any agreement based on the acceptance of this Offer shall be con.stmed in accordance Mth and govemed by the Laws of the State of Kansas pnwided that delivery terms ,hall be goN -ernrd by iNCOTERMS as puhlished by the International Chamher of Commerce 16. ASSIGNABILITY. Any agreement based On the acceptance of plus offer shall not he assignable by the Buyer wmd2auil the prior wr)ttet: _onscut of the Sell-_r,ied any purported .i m'nt without such c nusent .hall he'aoid. 17:- FNXIRF AGREEMENT. It aceeptcd, this offer. the terms on 1he.Seiler.'s invoicing document consulate the entire a reemcnt of soul, and putchsse of r e produri n.nned herein. No modification of this Agieenxnt ,hall be of tiny fence or effort uniess in writing and signed b} the parties sought u, be bound thereby. aial no modification shall be effected by the acknowledgmenL or arerpuncc of I;mchase order forms c different terms or eoncf Lions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE R TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER ATLANTA ?GA -7043 48- 1047632 NET 60 DAYS 9/4/2008 70237389 SOLD To: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/04/08 W0805E 248518 248518 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 7 6599 178 SHIPPING POINT I D ELIVEREDJRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.5500 TN 61.14 1,500.99 SUM PRODUCT 1,500.99 FREIGHT FUEL SUBTOTAL 1,500.99 STATE TAX COUNTY TAX CITY TAX I MESSAGES: TOTAL WEIGHT 49,100.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,500.99 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE Uc (Terms and Conditions of Sale are also available at www nasalt com). IN US DOLLARS J I ERMS AND CONDMONS OF SALE 1. OFTER. No terra; stated by Buyer in its bid, Purchase Order, acknowledgment, or other form ,hall be binding upon the Seller except as expressly agreed fit writing by the SrIIc B'uyeriS hcrebN notified of the Scli, :r s objection to and rejection of :my additional fir dillarent terms in Buyer's hid. Purchase Order. acknowledgment, or other form,. 'i'fili SEL,LF:R'S PRt }POSAL IS EXPRESSLY LLbIhTED'I'0 ACCEPTANCE UTON THE TERMS AND CONDITIONS w <'t)NTAINI:U i IF?RF1N; PAYJIkNT. Boyk:r agrees to rake paymcrit at' 4ellcr's location and at.tile -tame Spec]E)(cd lit the Sellers :invoicing- iitietirncat in Ia,dul tnggev.crl,thc.ILS,'fhi SCllcr'ntaV :Yn its solejudem' eat; team as deems �tl)propriate;-includanc full orpariial- puy;r+ rat- dn.adv, sec iipmrnt•or_hv :leii1= credit. 3. PAST DUE ACCOUNTS. A finance charge of fhe 'les,er of 1 Yaw per month (185, APR) or (tie highest rue permitted by law will Ix; assessed on all past clue accounts. Intete.t charnel on a pit•; dw: invoice tivill be as+es'ed from the date of the invoice. 4. PRICES. FXCEPT AS O'NH PWISE SPECIFIED IN THiS OFFER. PRICES ARE SUBJECT TO CFIANGF WIPHOUT NOTICE. ORDERS WiLL 13E INVOICED, t NLESS OI'HERW ISE SPECH IED IN 1'1IIS OFFER AT'I'HE SFf LER'S PRICE IN i FEC:TON If IE SUILLDULE'D DATE OT S!11PNII.;NT. Prices on the rmoicmg document arc IW of all applice,hlc di,counts and prom donul allowances. soy questions by th; huyer, about the hark or accuracy of this pricing most he submitted to the seller in writing within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer Only upon (1) written or oast notice to the Seller subsequently accepted if) writing by the Seller and t payment to the Seller of reasonable cancellation charges to be solely dewrmined by the Seller. 6• CREDIT. Credit payment tarm< must ha,e the prior ap ptr�val of the Seltcr', Credit Departruew and mutt be specified in writing oil the Seller's invoicm; document, If at any time Buyer's financiad responsibility becomes impaired or unsatisfactory to the Seller. Seller reserves the right ((,stop shipment, on botirication u) Buyer and to demand payment in advance or at the time oi' delivery for future deliveries or to require other security .satisfactory to the Seller, and in the absence thereof, to cancel, without liability the unfilled portion of this contract, 7. TAXES. Any tai or other governmental charge now or hereafter levied upon production. severance, manufacture, de•livem storage, consumption, sale, use oI shipment of Products ordered or,old war be charged to and paid by the Buyer. Such taxes are not covered it) the Seller's 1 :icc, 8. DELAYS. All orders are accepted ,ilhjcct to (lie Seller's abality to make dcl^ er a m t the time and in the quanutics slx;cified, and the Selle i ,halt not he liable for damages for failure to make partial or complete Shipment or for the delay in staking shipments. 'rhe Buyer shall be fiable for any added expenses incurred by the Seller hecausr of Buur's delay in fwnishing requested information to the Seller, delays resulting front order changes by the Buyer, or dela in unb shipmenh at delivery point that tire the fault of Buyer. The Setler shall not he liable fin' delays or defaults fit delivery caused by forces beyond its control 'nchrdnne but not hrrulcd to fl- fires, worms, or other acre of God. by war or act of public enemy (or civil (lisnttbance), strikes. lock -outs, shortages of labor or raw materials and sappiic (utcludine such or produnion fa ilities, tra»poriauon service fir equipmeot ehortaecs or f: =:hues. action o ",'tut, vocernutenlid uwr.nntr ,,r other condition, bevond the Seller's raasonahfe control. SHtPNIEN'r COs "1's. C mess othereaisc specified on the Sellers invoicing document, all transportation charges, including, but not limited to, carrier's charges for notification onor to deliver, do :ntur.rre caused by Buyet- delay in unloatdinp., liversion, or rro;onsi�•.mnent will he paid by the Buyer. 10. TRANSIIORT RISKS AND (`LAIMS. Risk of loss and title to Products uansfers to the Buyer upon delivery at the FO.B, point idenlilied on the Seller's nmuicing d „e.,,nent, {)n nccipt cr' fill,. du• Buyer i, then re- ponvhlc for proper protection of Produ,ls and compliance'„ -itli all regulatiunh and ordinances and till indcmuifV the .idler against all claims for pem)r ud injuries or property damage ansing from the storage, use of handling Of such Products. Claims for dastage or shortage in transit nma be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before of during unloading to nit:nlify any such d ,mar)e or shortage and sec that appropriate notation is made on the delivery tickets or an inspection report furnished by the. iocal agent of the ciurier in order to support a chin. 11. "ARRANTY.'Ihe Seller w-arraws only that it call com<ey good tide to tine product and that. at Inc tinie of .hipntent, the product will conform to the published specifications of the Seller. Seller's specifications are subject to chan at any time without notice to Buyer. No O'rltER tVt1RRAN'IY OF ANY KIND, EXPkf,.SSFD Ok 1,b1PL1ED, IS .kiADF B7 SLI -LE;R, ttiCLUD1tiG ANT Ih'lf'=.f1 {U WARRAN "117S OF MERCHAN' t'ABll.i FY OR F rC-'Us5 FOR ,4 PAR "1'It "C! LAR PURPOSE. failure of the Buyer Bathing thirty 130) dav- after receipt of the Product delivered hereunder it) give notice that such product is not as so warranted lull be at: fin :.;dii :.'1 f, o, I product :m., .a v a' of .di clair it v, i'h ruspcc Uu:r r I t Ills r -cant ed hte,rch' r, o! y the S,•ltei. romc:dI a, z� Jkl r the Braer air -inn of anY defect h rlie product shaft he inuitcd' to rhe replac ment of such .tefeeilcn product hr the Seller In the::, eat tr remedy provided herein :hall be deemed to have failed it, essential purpose, than ilic Buser shad he entitled onl) to o refund of the airqunt; ;rud to the Seller for such defeeii,e Product. 12. Ell.muri'CIO's OF LIABILITY. THE BUYER SHALL NOT BE ENTITLED TO RECOVI-R FROM SELLRR INCIDFNTAL OR C (AL DAMAGES OR f;\PENSI:;S, W :LI'i' ;NC;, Bur No i Lh.irlF,l ?'IY.).'1'kf0) INCURRED ON =,CCt)I N'TtJT''1'lUi f,)UALITY OR AM(WNTOF 1'R01).'Cl DELiVERED OR TI IE NON- DELIVERY OF PRODUCE The Buyer as,umes ell risk, atnd liability for urn• damage to person fir proper} resulting from th use of the product .k ti,er-f hereuudet r m ntrf, ituii' hr c. s f the Buyer in c nbht:_tion ,+nh otli, Suhslance<. otlr: ;Isis 13. PATENf'.ti, "the Seller agree to (Ucnd and protc,a the 11uvcr against loss or damage arising our of legal action for direct patent iatiingeoieiii in connection with the Seller's rum ulac I tire of Product, III o, Wed the Seller is notified pi ontpdy of any such action with complete information and is given an oppominity to defend. 14. SECURI IN INTERESC. The Buyer hereby grants to the Seller and the .Scltet' heathy retains a security mtercni in all Products furnished fly the Seller and the proceeds thcn•of, until the purchase prig therefore is fully paid. Buyer agrees to execute such financing statements anci other documents as Seller arty determine to be necessan to pet feet such security into ra,u. 15. GOVERNING LAW. Any agrec;u,ent ha,ed on the ar.;eplance of this ofi:r shall be conxtrucd in accordance with and governed by the Laws of the Still; of Kansas provided that delivery teens shall be governed by INCOTERMS as published by the International Chamber of Cunuucrce. 16. ASSIGNABILITY. Any agieemcut based on the aces ptance of this offer stall upt be assignable by the Buyer w- ithoui the prior wrnten consent of the Seller and any purpon aai =..+sent .ethos; ;(:h cor;ent shall he c-r,;d 17. •ENTIRE AGREEMENT, G•ac;crhted, this offer and the terms on the S.AJcr's invoicing document constitute the enure agrecmeut.of :sak, and pur the product aauie.i herein. Ni nnudin, aooil of ihi;< Avucmem halt be of anc fink:: or elfori unless to c: ritutg and Signcd h_, the pieties sou to he 'wind thereb antl no modification shall he of fated by the acknowledgment ,a acceptance of purchase order firsts cut €aining different terms or conditions, A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 1047632 NET 60 DAYS 9/4/2008 70237223 SOLD To: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/03/08 W0805W 245312 245312 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 ..178 SHIPPING POINT DELIVE TRUCK i B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.5400 TN 61.14 1,561.52 SUM MARY: PRODUCT 1,561.52 FREIGHT FUEL SUBTOTAL 1,561.52 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,561.52 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www nasalt.com) IN US DOLLARS PERMS AND CONDiTIONS OI• SALE 1. OFFER. No ierrus stated by Buyer in Its hid, Pur haw Order, acknowledgneni, or other foam shall he hndin„ upon the Seller except as Capressly agreed in writing by the Seller. Buyer is herehy notified of the Seller's objection to and rejection of any additional or different terms in Buyer'. bid. Purchase Order, acknowledgment or. other sirs 'i'IW SFIAJ,R•S PRt:)l'f)SAI, IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAiNEDHERIiIN.' 2. PAYMi:N`1'. (Suycr'agnes r.} naukc payrnerit Scll�r's trxation aiid.at the lime "spetifie'l on'the Scii r'3'inv6iuittgiilixii iiun in L:wfn( n)nnuv -of, the t Seller iita_v, in ill title judgment, require' such other paymcnrtcrrns as u appMrlxiaie; including full ,x partied -paym eni• tn- ally ;tr ca.of_shijameiu u.by :lettec.uf sass.::.- _.'_._:.r_ credit. 3. PAST DUF ACCOUNTS. A finance charge of the lesser of ,1.5 z per month (I M'I; APR) or the highed rate permitted by law w be a.'sosed on all past due accounts, hiterrsL charged on a past due: mvoice will be as,cs:cd front the date of tare invoice. d. PRICES. EXCF'PT AS 01HFRi ISE SPECIFIED IN THIS OTTER. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE ORDERS WILL BF. INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AI'TIIE SELLER'S PRICE IN EFFECT ON THE SCHEDULED DAH OF SHIPtitENI'. Prices on the invoicing document arc net of till applicable discounts and piomolional allowances. Any question, by the hir, -rr, about the hosi. or accuracy of this pricing inust be submitted to the tiller in writing within fit) days of the date of the invoice. 5. CANCEILLAI]ON AND MODIFICATION. Chders may be canceled by Buyer only upon (1) wrrwn or oral notice to the Seller subsequently accepted ire w nting by the Seller and (2) payment to tfre Seller of reasonahfe cancellation charges to be solely determined by the Seller. 6. CREDIT. C'recht payment term, must have the prior approval of the Seller's Ciedir Depa :tmcnr and must be specified in writing on the Seller's invoicing document. If tit an time Buyer's financial responshhainy.heco mes impau'cd or.tmsatia factory to the Seller. Sellerreserves the right to'stop shipmenl, on notification to Buyer arid rid to demand payment in advance or at the tittle of delivery for future deliveries or to require other security satisfactory to the Seller, and in the absence thereof. to c noel, without liabiluy, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production. severance, nianufac(ure. delivery, storage. con,uuq>uon, sale, use or shipment of Products ordered'or sold :t iil be Charged to and laid by the Buy,'r. Such taxes are not covered in the Seller's price. 8. DFA-AkYS. All orders are accepted subject to the Seller's ability to make delivery at the dune and in the quantitic, specified. and the Seiler shall not be liable for datuage, f"r fmf 3:e to make part�at o. :umpl o shipment o: f the dela in making shipments. The Buyer shall he hahle 6)r any added ecpenscs incurred by the Seller because o9 Buyer`s delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer. or delay in milb shipnxrn, at delivery point that are the guilt of Buyer. Tim Seller .shiull not be liable for delays or defaults in delivery caused by force, beyond its control mcluding but not limited ro iloodi fires..torm.. it oirw, acts of God. by w<u or act of public enema (or cur it dtsturhancei, strikes, lock •uts, homages of lahw or iaw rnatc•rialti a,nd Supplie, tincludoig tueli or production facilities. transportation service or equipment shortages or failures, action of am governmemal authority or other conditions t,C;-nud tha• Sall;;," rea"nable coutrol. 9. SHIPMENT COSTS. iJnless otherwise Specified on the Seller's invoicing document, all transportation charges, including. but not limited to, carrier's charges far notification p ^or to delker, dennurrage cau,e d by Buyer, :lolay uh utiloadiriv, da ei,ion. ur reconsrguirreni will he paid by (lie Buyer. 16. TRANSPORT RISKS AND CI. )AMS. Risk of loss and title to Producte transfer, to the Buyer upon deliver} at the F.O,B, point identified on the•, Seller's invoicing docunvmt On receipt of title, the Buyer is then rc pomibte for proper piolecticn of Products and coniplianre with eJI rcguhuion> and ordinance and t,hl indemnify the S•_Iler against all claim, tot personal injuries or properly damage arising from the storage. use of handling of such Products. Claims for damage or shortage in transit roust he made by the i3uyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during imloadin<_= to id- any such damat =c or shortage and sec that appropriate; notation is made on the delivery tickets ()ran inspection report furnished by the local went of the career in order to support a Claim. 11. WARRAN fY. the Seller wasraui, only that It will coniey good title to the product and that, at till: tinne of shipment. the product will inform to the published specification, of the Seller Seller's specrfication� are subject to change at any tittle without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. L'XPRF,SSFI) OR IMPI iFD. li VI 111'i' BY SHLLT'R, INCLUDiNG ANY INiI'Lli -,D WARRA` :I'IFS OF MERCHANTABILITY OR FITNESS FOR A RARTWU LAR PURPOSE. e)SE. 1 allure of the Buvcr within, thirty (30) da:cs after receipt of ncv Product delivered hereunder to gee notice that such product a, not as ,o warrantcd .half he umlo di ied :ixchc ice nr s•h product :rho w :ri ri of all clait with :e.pem thereto. In the ry•:nt of an :1Ik'mt hrraCn herc hr the Seller. the ,oil remed available to the Buyer on :r..ntmt of tiny defect In the product shall he tunih'd to till' replacc- r mt of '.a• h ,u.i ;iyC pwducr b_, rh Stiller. In tar 'err G lcmedy pro idrd',Tein tihall he :coulcd to hate fuilC,1 its CF.,ential purpose•. then the Bttyer ,hall ba entitled only to a refund of the amount, paid to the Seller for such di fecu, e PNkJuct,__ 12. LIMITATION 01; LIABLIXIA. THi; BUYLR S11=,f.f, NO"T BL ENTI fl_I:D TO RECOVER FROM SEI.1 ER IN"CiDENTAL ok C ONSEOUEN'11 ,1 DAMA6LS OR I,YPENSLS, INC'IA DING. BUT ivUT LiMITED TO. THOSE INCURRED ON ACCOUNT OF Tf Ili Qt ALPfY OR A�4Ol: NT OI PRODI iC DI,LtVEkf;D OR "1HB NON -DEL.f Vl;RY OF PRODUC'L The Buyer asst roux al' risks and liat•rht) for any danratoo t. terser, or propert.: rc: from the use tit the product delivered hereundcy in inanufamcine pnwesrs of the Buyer or rat combination with other;ubstanccs or otherwrsc. 13. PATENTS. The Seller agrees to defend and protect the Buyer against less or damage arising out of tegal action for direct patient infringement in connection with the Seller', nuanrf icture of Product. provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY INTEREST. The Buyer hereb grants to the Seller and the Seller hereby retains a security interest in all Producte furnished by the Seller and the proceed thereof, until the puicha price therefore is fully paid• Buyer agrees a execute such firm ncing statements and other documents as Seller may determine to be necessary to perfect such security interest. I5. GOVERNING LAW. Any agreement based on the acceptance of this offri .shall he construed In accordance with and governed by the I awa of the State of Kansas provided that delivery terms ehall he governed by i\COTE;RMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agreement based on the,acccptance of this offer ;halt not be assignable by the Buyer wirluwt.thc prior written consent of the Seller and ally purpnrtcd a- ignment without such consent .shall he void, 17. F,?v 1'iRF, .4f:Rf E riEN'I': 11 accepted, this offer aucl the terrnc.on the Stiller', im-uicmg document Constitute tliccntire agreement r?f sale anti purchase, of the product nanwrl twreht. \,f rnor.ihoraat of Ihts Agreement ,ill he of any force of effort unless in writing and signed by thepanies sought to he hound thereby, and no modification shall he effected by file acknowledgment or acceptance of purchase order loons containing different terms or conditions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 NET 60 DAYS 8/27/2008 70234289 SOLD TO: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/27/08 W0805E 241149 241149 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 17 SHIPPING POINT_ DELIVE_R_ED.TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.0800 TN 61.14 1,533.39 SUMMARY: PRODUCT 1,533.39 FREIGHT FUEL SUBTOTAL 1,533.39 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,160.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,533.39 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CO TDITIONS OF SAI, L OFFER. No terms stated by Buyer in its bid, Purchase Order, acknowledgment, or other form be hindim upon t1w Seller eccept 'I, expressly agreed in writing be the Sell Buyer is hereby notified of the Seller's objection to and rejection of any additional or diffeient terms in Buyer's bid, Purchase Order, acknowledgment_ or other forms. 1I113 SELLER'S PROPOSAL IS EXPRESSLY" LIMITI,D TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED I IEREiIN. 2. PAYMENT. Bt €vcr agrees to make payinent'at Seller's locatron'and at the -riirle specified (in the Se11er's inyoii•ing2docuinent in Iawful'iuimey•bf;t6e U.S.,:1he seller niay, in its tole judgment, requim xuch other paitnenf tenets as it deems appi'optizt inclufing full partial payiiiu4r'inatlF'ancc'of �hipment'or'by of Credit. 3. P1S'i' DUE ACCOUNTS. A finance charge of the lesser of 1.5% per month (IS °o APR) or the highest rate petrol ad by law will be as'essed on all past line accounts. lntcnt�t charged on a past due invoice «•ill be asscesed froth the date of tic invoice. 4. PRICES. EXCEPT EPT AS OTHERWISE SPECIFIED IN THiS OFFER. PRICES ARE SUBJECl' TO CHANGE W11IIOUT NOTICIF. ORDERS `r'v'ILL 131.: INVOICED, UNLESS OTHERWISE SPECIFIED IN THIS OFFER, AI' THE SELLER'S PRICE IN EFFECT ON THL SCHEDULED DXI F OF SHIPMENT, Prices oil the invoicing document arc net of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis or accuracy of this pricing nur,t he submitted to the seller in writing within 60 gays of the date of the invoice. 5. CAN('ELLATION AND MODIFICATION. Ordeis may be canceled by Buyer only upon (I) written or oral notice to the Seller s::bscquenily accepted in writing by the S and (2) payment it= the Seller of re: +snnahle cancellation chorgcs to be soleh determined be the Seller 6. CRE WL ied,t payment tenw, tnos( have tile, p a:ppruval of the Scli :r's Credit Deparrmcii? and riuist be sp,xafied in writing on the Seller's invoicing doctmteitt, If of any time Buyer's financial responsibility becomes intptiired or unsatisfactory to the'Sgller, Seller reserves the rigfft to stop Shipment, on`uotification no Buyer and to demand payment in advance or at the time of delivery for fulurc dcfi� or to iegl,irc other security s nistactory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, severance, manufacture, delivery. storage, con,tuuption. sale• use or shipment of Products ordered or sold will he cha mad to and paid by the tiny 'er.Such taxes ate not co.eied in the Seller's ,)rice. R. DELAYS. All orders are accepted ,object to the Seller's ability to ivake delivery at the since anti in the quantities specified, and the Selle€ ~hall not be liable for canragec for f.ulore to make pants; or complete hipment or for the delay in making shipments 'Me Buyri ,hall be finble for tiny added esperl,cs incurred by the Seller because of fluver's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buyer, of delay in unloading shipments a1 delivery point that are file fauh of Buyer. The Seller shall not be liable for delays or defaults is delivery caused h; forces beyond its including but not limited to floi,ds, fires, ,torn;, or Other acts of God, by wa€ or act of public enerny (or civil disturbance), strikes, loci: -outs, shortages of labor or raw materials and supplies tncluding fuelt of production facilities, tran,pnitation service or equipment Shortages or failures. action of any governmental auth tip or other ounditinns beyond the S(iJcr',ieasonahk control. 9. SHIPMENT COSTS. Unless othc' specified on the Scller'., irooicin,g document. ids ransporiation charges, it =cloding, but not limir,d to, carver's charges for notification prior to deliver, demurrage caused by Buyel, delay in unloa =ling, diversion, or icconsignmcrit will he pails by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of lo,s and title to Products transfers to the Buyer upon delivery as the F.O.B. point identified on the Seller's invoicing doctrneuf. On receipt o title, die Buyer k then te,poinsibie for prole r piot:etion of Proolucls and compliance witfi all regulations and ordinances and •gill mdeninify the Seller against all claims for per,onal iuimies or property damage arising from the storage, use of handling of such Products. Claims for d,mnige or shortage in tra n,iit must be muds by the Buyer ataiucl the Carrier. site Buyer has the responsibility to inspect shipments before or during unloading to identify any such d:mnagc or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the cattier in order to Suppurr h Claim. 11. WARRANTY. Fine Seller wa rants only that it will o good title to the product and that, a: the time of shipni(.ii. the product will c to the puhli spc.iffcation� of the Seller Seller's pectfleariun' see subject to change vi any time without noticu to Buyer. NO 01HER WARRANTY OF A.,Y KIND, EXPRESSED OR IMPLIED, iS MADE BY SELLER, INCLUDING ANY INIPLILD WARR_1NTILS OF MLRCIiA', I'ABIHTY OR FiT%ESS FOR A PAR'11CU- LAR VURN":'l f :dlure of the U,.i t:r within; Ih€rty i t; v-s idler ieccipt of Product deli ere hereunder to g,ve tic: that ,ucb prod- -ct is not a, so wanrnted ,hail he ,u to ;uafified a.ceepi.xlce or s 'eh prodn,:t sent a waiv cr r4 all ela wi. v,: h re theren), In Car c m Lw •€legal bi: :wh'.. €n. by the Seiler, hr b: €r-nedy aved'.ahlr ;o the Bu}cr,w a,:c+ unt of arty dert•ct in the p:oduct'hail h.• Innited to the rcpfacr. then of such defc.hvc product by the. SC11er. In the cc,nr the tzrnedy provided herein shall be de -u-d to hale failed es,ential puapose, tiler the Bores shall he w entitled ouly' :n a r.allnd of L:,: w th,.• `SC_1Gr for,uch dcie:cuve PI:',,'uct. 12. LIM11ATION OF LIABIIAIY. THE RUYH: tiffAl_l, NO Ill, I.`;':'FLED f0 Rl.C.OV1711 FROM SFILI.-:R 1' :CiDF,N'1At +T CON,`,F( UEN'rlAl. DAMAt;KS OR LXPF.VSCS, iNCIA'DINU, BUT NOT l,t'vIIITD TO. I HOSE, INC'URRLD ON' ACCOUNT OF Tfit, OL fF OR A:14OL f)F PRODUCT DELIVERED OR'I'1IE NON -DEI IVFRY OF PRODUCE The duvet ass:mte; all risks and It ability foi any dcrru e n per.ons o€ pn peg r; .r troni the of the prodLwl o-_livcn;d henrut:,kn w €€a: n:,cturin!_ phi of the; Boer u, ninh:nah, will: oUSr suhstanees or „tl to i. 13. PATENTS. Hie Seller agree' to defend and protect the Buyer against loss or damage arising w; i of iegal action for direct patent infrin-, ment in connection with the Seller', manufacture of Proeutet, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. ld. SECORITY INTEREST. ITc Buyer hereby gonna to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing stueniemt and other documents as Sell,r may determine to be necesary to perfect such seem4 interest. I.S. GOVERNING LANK Any agreement based oil the, acceptance of uus oller'hall he construed in accordance with and governed by ibe i.aws of the State of Kansas provideel that delivery pans shall he governed by INCOTERNIS as published by the Imeomfional Chamber of Comincice. 16. ASSICNA1013TY. Any agrcrowil based ,m the sect; lance of ;his offer �hal1 not be asst= hat +1 by the Buyer withvrn in, prior written coits,nt of the Sellei and any purporird assitnment without Such consent <hnll he void 17 .,FNTiRI;. AGREEMENT. if accepted. this offer and the terms on the Seller's invoicing dtxvmt:m consriune the cvnire agreement of sale and purcliase.etf the product nand herein. No niodibcation of this Agieenieru ,hall Ix; of any fine, or effort unless in •vrifing and signed I,y the parties soughi io be hound therebt, :rod no modificwi shall be effected tip the acknowledgment r acceptnce of putrha,e order lorm� containing different tt;rnrs or conditions. North American Salt Company §d Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 2 7 7 43 30384 -7043 48- 1047632 NET 60 DAYS 8/28/2008 70234967 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 08/28/08 W0805E 245307 245307 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 1 SHIPPIN POIN DELIVERED TRUCK B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.7900 TN 61.14 1,515.66 SUMMARY PRODUCT 1,515.66 FREIGHT FUEL SUBTOTAL 1,515.66 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,580.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,515.66 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its hid, Purchase Order, acknowledgment. or other form shall he binding upon the Seller except as expressly agreed in writing by the, Seller. Buyer is hcreby notified of the Selicr's objection to and rejection of any additional ar different teens in Buyer's hid. Purchase Order. acknowledgment, or other forms. THE SELLER'S PROPOSAL- 1S EXPRESSLY LIMITFi) TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTA f\ ED -11 EREIN.,,.. 1. PAY)1FNT.•Buyer agrees to make payment as :Sell "s, I( cation and tit the tiriie splci_fiM on the Seller s invnicin, :document in lawfulatna3ey of the,li.S The r•, Seller titer, inatO xdeJudgmeni requite such other payment•tenns as it -deem; appropriaute,- includiog full er partiahp,tyment•an advaricc -of shipment or-bvletter fife credit. 3. PAST DUE ACCOUNTS. A finance charge of the lesser of 1.5o pet month r 18% APR) or the highest rate permitted by law will be a,scsed oil all past due accounts. Interest charged on a past due invoice will be assessed From the date of the invoice. d. PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRICES ARE SUBJECT TO CHANGE WITHOUT NO'T'ICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED 1N THIS OFFER, ATTIIE SFI,I.ER'S PRICE IN EFFECT ON THE S( DAfE OF SHIPNIENI. Prices on the i.ivoicing document aie net of all applicable discounts and promotional allowances Any questions by the buyer. about the basis or accuracy of this pricing must be submitted to the seller in writing within b0 day< rf the (late of the Invoice. 5. CANCF.LLA ION AND N1OVIF1CATION, Oid(.r, any be c.inceled by Buyer only upon (I) o,rntcn or oral notnr to the Seller suh accepted in w r aing by the Seller and (2 payment to the Seller of reitsunable cancellation charges to be solely determined by the Seller. 6. CRLDI T t icdit payment tent Oust have the prior approNa) Of the Sather' Credit Depa ;micni and Om be pecified in writing on we ScUcr's invoicing document, if at any lime Buyer's financial respon,ihility becomes impaired on Tnsati,factory to the,Seiler. Seller reserves the right to stop shipment, on notification to Buyer and to demand Payment in advance or at the iinic of delivery for future deliveries or m require other security sati ,factory to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any nix or other governmental charge now or hereafter levied upon production, severance. manufacture, delivery, storage, conniption, ,ale, use or shipment of Products ordered or sold will he charged to and paid by the Buyer. Such nixes are not covered in the Seller's price. S. DFL.AYS. All orders are accepted subject to the Seller's ability to make delivery at the titre and in the quantities specified. and the Seller shad{ not be liable for damages for f to make partial or complete shipment or for the delay in making shipnieas. The Buyer shall be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information to the Seller, delays resulting from order changes by the Buver, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but not limited to flo(ula, fires. storms, or oilier acts of God, by war or act of public enemy for civil disturbance), strikes, lock -outs, shortages of labor or raw materials and supplies (including fuel) or production facilities, tran.portation service or equipment shortages or failures, action of any governmental authority or other conditions heyond the Seller's reasonable control. 9. SHIPMENT COSTS. unless =•ih.rw.se specified to the Seller's invoicing document till transpoitation charges, including. but not limited to, carrier's charge. for notification prior to deliver, demurrage cause{ by Buyer, delay in urflo. diversion. or reconsignment will he paid by the Buyer. 10. TRANSPORT RISKS AND C:LAINIS, Ri,k of loss and title to Proaurtti transfer, to the Buyer upon delivery at the F.O.B. point ider,ufied on file Seller'a. invoicing document. On receipt of title, the Buyer is then responsible fur proper protection of Products and compliance with all regulations and ordinances and will iudemnify dw lice against all chi,,,+, for per,o €sal injuries or property damage ari,ing from the stora e. use of handling of such Prcxtucts Claim, for damage or shortage in ;rmsit roust he made by the Buyer against the Carrier. 'flea Buyer has the responsibility to inspect shipments before or du ine unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report timushed by the ]ocid agent of the c; rner in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product and thin, at the tine of shipment. file product will c•ontorm to the published specification, Of the Seller Selicr`, Spe ifieatiuns ;,rc .subject to change w •uty time without notice to Buyer. NO OTHER WARRANTY OF ANY KEND EXPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY 1N9PLI1-1) WARRASTIF.S OF MERCHANTABILITY OR FiTNI. :SS FOR A PARTICU- 1 AR PURPO °I'. Failure of the Bu, r w ubim thirty t?i d.,c•, after receipt Of tit: Pmducf delkcrrcl hereunder to gk e notice that such product is not a, .o warmined ,hill be an unqualified acceptance of such product and i waiver of all claim with tespeet theretc, in the e�c nt o, an alleged breach hcrcot by the Seller. the .,ole rented; available tie file Buyer on a cctmnn of any defect in that product ,hall he limited to uric rep;a,:e- nx:nl of'u l4eeti:e pralurt hs due Seller. In the c %eat the ternedy provided herein shall be deeaned to have failed its essential purpose. then the Buyer ,hall be entitles: only t,: a rcl and of the am -,nt, paid to the Sehcr for ..tie h deicxive Prodtmt. 12. LINIPItATION OF LIABiLITV. THE BUYLR SHAI i. NOT BE ENTIf'L FD TO RECOVFR FROM SF.i L,ER INCIDENTAL OR COKSEQUFN1'IAl DAMAGES OR LSPENSI,S, INCLUDII CU. WIT NUl LiMITFD TO.'fHOSI; iNCCRRED ON ACCOUNT OF fHF c)t'ALITY OR AMOt. NT 01' PR()DUCI DELIVERED OR •THE NON-DI WERY OF PRODIit" t'. "flic Buyer assn al' and liability for any damage 0 per,ons or property r(• €:Ring from th,- use of the product delivered heieundei in inaoulacturing process- of the Buyer or nr cOmbmation with oilier sub�tanc.s or utherwre. 13. PATENT'S. The Seller agree, to defend and protect the Buyer against loss or dunnage arising out of legal action for direct patent infriugenicut in connection with the Seller`, manuf'ac•ture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. 14. SECURITY iNTIAZEST. The Buyer herebv grants to the Seller and the Seiler hereby retains a security interest in all Products furnished by the Seller and file proceeds themof, umil the purchasc price therefore is fully p,iid. Buyer agrees to execute, such financing statements and other dtxutnents as Seller mac determine to be necessary to perfect such security interest. 15. GOVERNING LANi'. Any agreement based on file acceptance of this otfet shall he comerued in accordance with and governed by the faros Of the State of Kansas provided that delivery terns, shall be governed by INCOTERMS as published by the International Chamber of Commerce. 16. ASSIGNABILITY. Any agiecment based on the acceptance of this,offer shall not be assignable by the Buyer without the prior written consent of the Seller and any p€upurte sigp+nent w'ithom •rah consent shall he void. 17. 1 :N IRI NGREF,MEN f. if accelfl. this offer e.od the terns on the Srllcr', imoicfng document coustaute tire entire, acreeme•nt of sale andpurc :hale, ]'the product ttan €.d herein. NO modification Of this Agicemant ,haul be of any force or effort unle in writing and signed by the parues souehl to be hound thereby, and no modification Olaf] he effected by the arc knowledge n•nt or acceptance of pmcha,e order forms containin different termS or conditions North American Salt Company k Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 NET 60 DAYS 8/25/2008 70232870 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL, IN 46033 UNITED STATES OF AMERICA ER NUMBER ORDER TYPE SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORD 10995 AUGUSTROBBENSSONS 08/25/08 W0805W 241146 241146 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76 17 8 SHIPP P OINT I DELIVERED.TR B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOIA I UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.2000 TN 61.14 1,540.73 SUMMARY: PRODUCT 1,540.73 FREIGHT FUEL SUBTOTAL 1,540.73 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,400.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,540.73 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE us (Terms and Conditions of Sale are also available at www.nasall.com). IN US DOLLARS PERMS AND CONDITIONS OF SALF• 1. OFFER. No terns suited by Buyer in r� bid, Purchase Order, acknowledgment, or other form hall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to aid rejection of any additional or different term: in Buyer', bid. Purchase Order. acknowledgment, or other forms. SELLER'S PROPOSAL IS EXPRESSLY l.,h'NITED TO ACCF.PrANCI; UPON THE TERMS AND CONDITIONS CONTAINED I IE1 HK 2. PAYMENT.. Buyeraigrces to make payinent al Seller's location and at ilne tithe specified on the in lawful money Pf•_ ti4.U.S. The; Seller only, in its sole judgment, rctp =.rc-euch other paynana terns a, it deenavttppmpriaterincludirz full or partial payment in-advance-of shipment or letter oi`° credit. 3. BAS'r DLL-: ACCOIJNTS. A fin nce'chnrge of the lesser of 1.5'Io per mo,nh t18% APRi or the highest rate peron tied by law will be ass'essed on ail past, due accounts. Interest charged on a past due invoice will be assessed front the date of the invoice. 4. PRICES. EhCI;Pr AS 0ITIERW1SE SPECIFIED 1N'IHIS Ol FFR. PRICES ARE SUBJEC TO ClIANGE W'IH OUT NOTRI ORDERS WILL BE INVOICED, UNLESS OTHERWISE SPECIFIED IN T] IIS OHER, AT THE SE'LLER'S PRICE IN LFFECT ON THE SCI-ILDULED DATE OF SHIPMENT Prices on the imoictne document are net of all applicable discounts and promotional allowances. Illy questions by the boyer, about the basis or accuracy of this. pricing must he aubrnitted to the seller in writing, within 60 days of the date of the invoice. 5. CANCELLATION AND MODIFICATION. Orders only be canceled by Buyer only upon if written or oral notice to the Seller subsequently accepted in writin,L by the Selicr and (2) payment •o the Seiler of reasonable cancellation ,homes to be solely determined by the Seller. 6. CREDIT. Credit payment tarn must hale the prim approval of the Seller's Credit Depaitnteut and must be apocified in writing on the Seller's invoicing document, If at any hate Buyer's financial responsibility becomes impaired or unsatisfactory to the,Seller. Seller reserves the rijht to stop shipment, on notification to Bayer and to demand payment in advance or at the time of delivery for future duliccries or to rcgorite other security satisfactory to the Seliut, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. TAXES. Any tax or other goverriaienud charge new or hereafter levied upon production, severance, manufacture, delivery. sttnage, consumption, sale, use of shipment of Products ordered or sold will be charged to and Paid by the Buyer. Such taxes are not covered to the Seller's price. 8. DELAYS. All orders are accepteo subject to the Seder's ability to make delivery at the tirnte and in the quantities specified, and the Seller shall not he liable lot damages for failure to make parted or complete shipment or for the delay in making shipments. The Buyer shall be liable for any added expenses incurred by the Seller hecaus of Buyer's delay in fa €ashiug requested inforination to the S+;L't:r, delay resulting from order change, by the Buyer, or delay in unloading shipment. at delivery point that are the fault of Buyer The Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including but. not lirnted to floods firer. storms, o) other acts of God. by war or act of public cnenry (or civil disturbance), strikes. lock outs, shortages of labor or raw materials and upltlie (u cia:ah€g, fu 1) or pn?ductir Cacilities, trans portau•,n service or eyuiptnent shortages or f i:ures. action of any goy: nriental uu her ty or otter cu edition beyond the Seller's reasonable control. 9. SHIPly EN I' C'OSi'S. Chdess ot(terwise specified on the Sellers invoicing document, all tramps- nation charges, including, but not limited hr, carrier' charge for notification prior to deliver, demurrage caused by Buyer. delay in unloading, diversion, or recomigninent will he paid by the Buyer. 10. "rRAVSPORT RISKS AND CLAIMS. Risk of fuss mal title to Produ.;t, transfers to the Buyer upon delivery at the FO.B. point ids ^miffed on the Seller invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinance, and will indemnify the feller against ail claim= for personal injuries or propcity dama arising from the stotooc. use of handling, of such Products. Claims for damage or shortage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibilit to inspect shipments before or during unloading to id.:ntify any such clam.,;, or shortage and see drat appropriate notation is made on ttE, delivery tickets or an inspection rep,tt: furnished by the local agent of the carrier in order to support a claim. 11. 1iARRANTY. The Seller warrws is only- that it will convey good title to the product and that. at die time of .shipmcut, the product will ut afiorn to the published specifications of the Seller. Seller's specifications are subject to change at any time without notice to Buyer. NO OTHER WARRANTY OF ANY KItiD, EXPRLSSEr) OR IhtPl.lt.;D. IS R1 ':;)E B1 SLI.LFR. INCLUDING ANY hv'IPLIED W'ARRANTII S OF MERC:H- \NTABILITY OR ITI NF`,S FOR A P fAR PURPOSF. Failure of the Buv:i within, thirty 1,30) days after receipt of the Product delivered t,creundet to give nonce that such produc€ is nut as so wananwd shall bean unqualifir,+l acceprance of •ach product au,: a waver of all e 1aims +-ith respect theret, In the eyunt of an alleged breach hcn:of by the Seller, tits sole remed ava)lahlr to the Buyer on acconat ot'anv defect in the product shall be i mired to the replace- stunt of such ;u1i•ctj product by 0� Seller. In the cvcot lh,: reinedy provjdird herein ,hull be deowed to hioe failed its essential putpose, then the Buyer shall he en a fattl titue €t only to )e of tilt atnou: „paid to the Sella for such defe,:hee Ptodiurt. 12. LIAITTATION OF LIABDATN'. 'I IIf BUYER 511.11 L NOT BE EN'I TILED TO RECnVI ",R FR0NI SELI FR 1NCIDENTAI., OR CONSF".Qt'.EN°I IAI- D.- IMAGLS +oR LNPI:NSf:S. INCL'.!)ING, BUT Ntfl LIN -WILD TO 'IHOI& INCURRED ON "WC01 NT 01:111L Ql:ALITY OR MOUN "I OF PROD(_-'CT DELIVLRED OR TI IE NON DELIVERY OF PRODUCT. The Buyer assun€", all rsks and liability fix am d<'m)agc to per,om or piopert� ristdting nom the use of the product t':c:•:rrul uncurl a lit ar,,.afacturrog Pt<rc the Ruycr or in oetliinauon tee nh oth, suhstanees or oibcrtt ire 13. PATENTS. The Seller agrees h defend and protect the Buyer against tog, or damage arising out of legal action for direct patent inf)ineement in connection with The Seller's manufacture of Product, provided the Seller is notified prornply of any such action with complete information and is given an uppotumity to defend. 14. SECURITY tNTEREST. The: Buyer hereby grant's to the Seller and the Selter hereby retains a security interest in all Products furnished by the Seller and the proceeds thereof, until the purchase price, therefore is fully paid. Buyer agrees to execute such financing statements and other documents a, Seller may determine to be necessary !o perfect such security interest. 15. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed m accordance with and governed by the Laws of the State cif Kansas provided that delivery terms shall he governed by INCO"T•ERMS as published by the International Chamhei of Commerce 16. ASSIGNABILITY. Any agreement based on the acceptance of tills offer shall not he assignable by the Buyer without the prior written consent of the Seller and any purported aacigmneat without s.n:h consent shalt he void. 17. ENTIRE NGREEMENT, If ac;, °pled, this offer and the teens on the Seller's invoicing docmrncra constitute the entire agreement of sale and purchase of the product uam. i herein, No nx i of this Agic ,emit .hall he of any fi+a.;• o: effort unlc,s in wrung and signed by the pieties ,ought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of putchase order forms containing different terms or conditions. North American Salt Company AIA Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0, FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 1047632 NET 60 DAYS 9/5/2008 70237971 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995 AUGUSTROBBENSSONS 09/05/08 W0805W 248524 248524 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76 178 _SHIPPING POINT DELIV_ ERE TRUCK I B22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 622 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.0400 TN 61.14 1,530.95 SU MMARY: PRODUCT 1,530.95 FREIGHT FUEL SUBTOTAL 1,530.95 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,080.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,530.95 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE Us (Terms and Conditions of Sale are also available at www.nasall.com). IN US DOLLARS TERMS AND CONDITIONS OF S.AI, 1. OFFER—No terms stated by, Buyer in its bid, Purchase Order, acknowicdeme rL or other form shall be binding upon the Seller except as expressly agreed in writing by the Seller. Buyer is hc :eby notified of file Sell, objection to mutt teseetion of any additional or different term, in Buyer's hid, Purchase Order, acknowledgment, or othcf j ;orttis. THE SELLER'S PROPOSAL, IS EXPRESSLY LIMiTCD TO ACCEPTANCE UPON,THE 1$RNiS AND CO)NDITIQNS CONTAINED IiERFJk. f of PAV- M1.NT'. Buyor.agrecs to. make. payment at. Seller. n 2. 5 Joe, floe 6d at t{te'umc specified on the, 5ellefs mvou•mg document fit laiwful money; of file, L[:S. The,: t Seller nut y, in its sole judgment. require such otter payment terms as it deem appropriate, including full or partial pay'nient in ad "vvan'c itf' >fiijirbent'or b}''lettlr of credit. 3. EAST DUE ACCOUNT'S. A finance charge of file lesser of` 1.5 per month (185, APR) or the highest rate permi(tod by env will be atsecsed on .dl pact due account.. lnteru>i charged on a pay,? slue invoice will be assr.ccd from rite date of file invoice. 4. PRICES. E?tiCI'PT AS OTHERWISE SPECIFIED IN THiS OFFER, PRICES ARE Si_ BJECT TO CHANCE WITHOUT NOTICE:, ORDERS WILL. BE INVOICED, UNLESS O CHE1211'!',E SPh('II =IE1) IN T1114 OFFER, AF THF. sFLLFWS PRICE iN RFFECp ON T'HI, �f'H }?1)C. LED 11NI E CW SHIPMENT. prices cwt the invoicing document are net of all applicable discounts and promotional allowances. Any questions by Qtr, buyer, about file basis or accuracy of this Horst be subnrirted to the scnci in writing within 60 kL,vs of'tire date uf'he invoice. 5. CANCELLATION AND MODIFICATION. Urders may be canceled by Buyer only upon f l) written or oral notice to the Seller subsequently accepted in ,tiring b: fits S :r find (2) paytnu r to the Seller c.f teasonabe cancellation, harges ;o be solely determined by the Sell,t 6, CREDIT• C'sedt payment temit must have the prior approval o the Seller's CreJit Department and most be specified in writing fin the Seller's invoicing 'Imimcni, U at wn y time Buyer's financial responsibility hccritireti impaired iii utisatis6FloiV to ihe'Sellcr, Seller reserves the right to stop shipment, on notification to Buyer and to demand payment in advance or at the time of delivery for future deliveries or to requite other security satisfactory to the Seller. and in the absence thereof, to cancel, without liability. the unfilled portion of this contract. 7. TAXES. Any tae or other governmental charge now of hereafter levied upon production, severance., manufactme, deliver. Storage, consurnpuuu. Sale. Use or shipment of Products ordered of sold will he charged to and paid by the Buyer, Such taxes are not covered in the Seller's price. R. DELAYS. All orders are accepted suhfeet to the Seller's ability to matke delivery at the rinse and in Cite quantities specified, and the Seller shall not be liable Sfir ctarnages for failure to make partial or complete shipment or for the delay in making shipments. 'Me Buyel shall be liable for any added e.vpenaec incurred by the Seller because o`' Buyer's delay u: furnishing requc.mc•d inlitrmation to tile; Sul(cr, delays resulting Prom order changes h, file Bu yer, or delay to unloading shipments at delivery point that arc the fauft of Buyer. The Seller shall not be liable for delays of defaults in delivery caused h} forces beyond its connol including but not limited to floods, fires, storms, or other acts of God, by war or act of public: nervy (or civil disturbance), strikes, loci: -outs, shoria,es of labor or raw materials and supplies nnclur', a fuel) of produ facilities. tran,port< don service or eq �iprnenl shortages or faih�rec, action of as wermncntal ainhoin%I or other conditi beyond the Seller's reasonable control. 9. SHIPMENT COSTS. Cole ediereise specified on thy' Seller's imoicinp document. all transportation charges i hiding, but not fnuit.d carri,r's chur=:s for notification prior to delivet, clemutragc aused by Buyer, delay in unloading, diversion, fir icconsignment will he piud by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Pro&, transfers to the Buyer upon delivery :•t the I.O.B. point }dcntificd on the Seller's invoicing document. On icccipt of tide, tite Buyer is then responsible for proper protection of Products and compiiancr %muh all replatiuns and ordinances and -Jl indemnify the Seller against all claims for personal injuries or property damage arising from the storage, use of handling of such Products. Claims liar danvge or shortage in transit must be made by the Buyer agiunsl the Carrier 'lire Buyer bar the responsfhlily to inspect sfupincnts before of during unloading to identify any sucb &ifnage or shortage and nee that appropriate notation is made on the delivery tickets or an inspection report furnished by the load agent of the; carrier in order to supp "rt it claim 11. NVARRANT'Y.'Yhc Seller wa:aants only drat it will convey good title; to the product and that, at the time of shipment. the product will conform to the published specifications o' the Seller. Seller's specification arc subject to change of any ;rote without notice to Buycr, NO OTHER YvARRAti l'v' OF A.cY KIN[), EXPRESSED OR IMPLIED, iS MADE BY SELLER, INCLUDING ANY IMPL1LD RAARRANTiLS OF MERCa LAN I'ABILiTY OR FITNESS FOR A PAKI ICU- LAR PURPOSE. I-ailure of rite Ru-. ,r withing thins (30) d,vs after r,ceipt Of the Product delivered hereunder to give notice tfint such product rs not as so warnimcd shall he ao (ntyu:';i`ied ac eptancc such product and a w.i :err of all chum, -ith r•,pc,t lterc:tu. In the eve,w of llt•ged hreach h• x)f by tha; Seller. the -.ao!c remedy availahl• to th. Buyer on nceoun' of tiny defect r �'ic product shall hr lnttitc,l u, the replay a meat of such Je!:ative product n dhr S:Ilcr In the event the remedy prov¢,col herein shall he deemaJ to have fouled essential puipt�s,. them :Etc Buryet shaff i e entitled only to a, refund of the atm.;ums paid to she• Seller fur such defective Product. 12. IIdIFIATION OF I_(ABIL11Y.'f1rE RUYi R Sli',LL NOT BE 1 .IIfl_ED 1'0 RI,C:OVER I ROAI SP.L f'R itiCIDENTAL OR CONSE(}t'L'N11 dI DAMA(5ES l)R EXPENSES, INC IA1.T)ING. 131:1 NOT fSII FED'i FHO,SI, INCURRED ON AC COUNT OF THL QUALIT OR MOL NT OF PRODUCT f' J)FLiVt RLD OR 'f HF. ;0N DFf t VLRV CN' PR(rD1 Vl fhe Ba,cf asvr,r. sll risks and'. iv bt=- <!ny damage t• rrr,urs prnf*c is <i.'ting from th us, of file product efe}ivercd hereunder in maanufactnring pri;cesscs off lie Buyer or i:, combination with of her ubstanc or, =f .vise. 13. PATENTS. The Seller agree, lo defend and protect, file Buyer against loss or damage arising out of legal action for direct patent infringement in connection w ith the Seller's manufacture of Product, pioridcd the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. hi. SECURITY INTEREST. TI Buyer hereby grams to the Seller and flu Seller hereby retains a security interest o! all Products furnished by the Seller and file proceeds themof', until the putcha price therefore is fully paid. Buyer agrees to execute such financing stnememt and other documents as Seller may deu;rminc to be necessary to perfect such security interest. 15. GOVERNING LA1i: Any agreement based on the acceptance of this offer shall be consumed in accordance with and governed by the Laws of the State of Kansas provided that delivery tenors shall be governed by iNCOTERAIS as published by the Inwiriational Chamber of Commeice. f6. ASSIGNABILITY. Any atgrccrnent based on the acceptance of this uftcr shall not be assignable by the Buyer withcwt the prior written con of the Seller and any purported arsigruncnt without such consent ;haft he toil. 17. L:N'E(RF, AC>REF.�EF,N'1'. li' accepted, this offer and the terms on the Setlei's invoicing document constitute the entire agreement of sale and purchase of the pnxluct named herein. No ntodificuion of this Agreement .ball he of any fow or effort unless in winning and signed b the parties sought to lie hound thereby, and no modification shall he effected by the acknowiedgment Jr acceptance of purchase order form comaimng different texas or conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL n An invoice or bill to be properly itemized must shod, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 358765 NORTH AMERICAN SALT Purchase Order No. PO BOX 277043 Terms ATLANTA, GA 30384 Due Date 9/10/2008 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 9/10/2008 70237387 $1,505.27 I hereby certify that the attached invoice(s), or bill(s) is (are) true and correct and I have audited same in accordance with IC 5- 11- 10 -1.6 Date Officer VOUCHER 082961 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT��"C PO BOX 277043 N ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code v 70237387 01- 6180 -03 $1,505.27 lo3Sy33 C�I-ei�s� U3, 1SSa.9(� ��a3�:�iy o ►.�,��ao3 l5ii.3� o l• �0a342;) e) 01 ('l9c. o3- �aa349- o (o( 15a tea3 l�i�n o► (,ISlo•�3. 1 Dog _S� oa313 of bl�o•v3, i5ao•` C) 3L 3 0 Igo 03 I S� I S�- 1oa 3Uagg O(• G(?L)•o3 1.533.39 1UA34`ib'1 DI 612,6 U3• IS 1 S•� 1oa3a�'?o of •(olio -d3; 1.54c,`13 o �'j�9 0 I go v 3 IS 30 Voucher Total $527 Cost distribution ledger classification if claim paid under vehicle highway fund