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168627 02/04/2009 a CITY OF CARMEL, INDIANA VENDOR: 358765 Page 1 of 1 ONE CIVIC SQUARE NORTH AMERICAN SALT COMPANY PO BOX 277043 CHECK AMOUNT: $27,299.79 s, �o CARMEL, INDIANA 46032 ATLANTA GA 30384 CHECK NUMBER: 168627 CHECK DATE: 214/2009 DE PARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 601 5023990 70307486 1,968.60 OTHER EXPENSES 601 5.023990 70307535 2,194.41 OTHER EXPENSES 601 5023990 70307536 2,164.70 OTHER EXPENSES 601 5023990 70309137 2,266.56 OTHER EXPENSES 601 5023990 70309138 2,179.98 OTHER EXPENSES x601 5023990 70309980 2,084.90 OTHER EXPENSES 601 5023990 70310961 2,129.04 OTHER EXPENSES _.'601 5023990 70311856 2,160.45 OTHER EXPENSES `601 5023990 70312772 2,083.20 OTHER EXPENSES 601 5023990 70315530 2,000.01 OTHER EXPENSES I 601 5023990 70315533 2,087.45 OTHER EXPENSES 601 5023990 70315534 2,049.24 OTHER EXPENSES 601 5023990 70315535 1,931.25 OTHER EXPENSES -P North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 ERAL 11) ft: FPAYWIEN F TERMS P[ FASE REMIT TO: INVOICl' NUMBER .P.O. BOX•277043 09 ATLANTA,:. GA`i� .30384--7043 48-1047632 NET! D AYS 703;09'137 SOLD TO: 462129 C54512 SHIP TO: 505808! CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET CARMEL, IN 46033 WESTFIELD, IN 46074 UNITED STATES OF AMERICA SHIPPED FROM T SHIPPED CUSTOMER PO BILL O LADING ORDER NUMBER ORDER TY PE 10995- AUGUSTROBBENSSONS 01/14/09 W0903E 1- 315796 315796 so CARRIER RAIL I TRUCK EQUIPMENT TYPE 11, F.O.B. FREIGHT TERMS TERRITORY 'i6599 'I 7-R SHIPPING POINT j r P,.c:D TR',j('K E22 jTAX STATUS ES RFPt, E XEMPT 201550 SAL PRODUCT DESCRIPTION FTAXF QUANTITY uofo I UNII PRICE EX? ENDED PRICE Y,� BULK-COARSE LA SALT l 6b 7517 C a: vow', TN PRODUCT 2,266.56 FREIGHT FUEL SUBTOTAL 2,,'E 6.5 6 STATE TAX COUNTY TAX VI NIESSAGES: CITY TAX TOTAL WEIGHT 53,400.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1-800-743-7258 THANK YOU FOR YOUR ORDER PLEASE P us 2,266.56 WE APPRECIATE YOUR BUSINESS IN US DOLLARS U of. ('00(i Oct tct`h,),:lx is 3d of Sale On the icvr!rso side of this Invoice CREDI NOTE 4 s an oils Sill bra also avaflao!c -A hj",. ;'U'A R S (Vorrii d Cbnoiti 6 i US,,Dbl- TF.RMS AND CONDITIONS OFSALF 1. OFFER. No iernis stated by v I.Iuycr in its bid, Purchase Order, acknowledgment, or other form ~hall be hinding upon the Seller except is expressly agreed in writing' by, tire Seller. Buyer is herchy notified of the Seller's objection to and rejection of tiny additional or diffeicini teens in Buyer's bid, Purchase Order, aclnowicdgment, or other k:nrns, THE SELLEIR'S PROPOSAL IS E.APRESSLY LliMifEl) TO AC CEPIANCF UPON 11113 TERMS ANN) CONIATIONS --CONT. cation all at C o, Unit e I dit urnemt in in Seller's lo d t t i" )it th _.n. as it.decllrs.apllE]lPriala.. includine-fti pirtU or ,hipinoid i;rby-'.Ieitor ;t: 3• RkST INIE ACCOUNTS. 1Vr1;lnllW c lai2e of the lesser of 1.5':4 per month I Sgb APR) or the hi hest rate permitted by tav he on all ptist due accounts. hilelest charged on a past due, irivoic6vill be assessed from the -date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPF'CIFIFI) IN THIS OFFER. PRICES ARE SUHJI- C1 To CHANGE. 13E INVOICED. IJrNI_FSS 0 I tkViSFV0E(AFIEI) IN THIS OFFER, AT-TI fESFIA-El"'S PR ICE IN EITT. HE SCI IEI. I )UL 1:1) I'VVI'L OFSHIPMENT. Pricc, on the invoicing document are act of all applicable discounts and promotional allowances. Ali) questions by tire bu,,or. about the basis or accuracy of this pricing ITUISC be SlIhIllitIC(l 10 (IM seller in writing within 60 days of the (late of the invoice, CAN(i X ATION A NI) INIODWIC.-V110N. Orders may be Canceled by BuVer only upon il) written or oral nulice:to'lbc Seller suhsequcnily accepted in writilia by theS and (?l payment to file Seller of rea cancellation charges to be solely determined by the Seller. 6. cm r. cte(hi payment tetras nru�l have the, prior approval of the wdir DVI)altillm must u�l he sp el:ifit�d it writing ('11 the Scllcr's invoicing (Eat aailvih 'Botar',' iTlli(A lit becorties I inpaimd or unsa isl i to the Set I ti. Seller rese rves tii: B tip d pa,%inellt in or m' the little ofdelivePy for future deliveries or to require.' other s alisfacto'y t", cficSefler, and it] the of scree thereof. to cancel. without liabilir the unfilled portion of this contract. T. TAXES. Any lzix or orlier g overnmental charge now or hereafter levied upoil production. severance. manufacture, ,are, use or shiplrferlf of Products ordered or a61U will be charge(] to and paid by the Buyer. Such taxes are 1101 covered iu Ilic Sclhf price. sh all 8. DELAYS. All orders are accepted subject to the Seller ability to make delivery at the time and in the quantitie specified, and the Seiler sl�a l not he (cable for daolLljt. S for failure to make partial or complete shipment m for the delay in making shipincras. The litiver shall be liable for any added expen. hicurrod by the Seller because of Buyer delay in furnishing requested infoiniation to the Seller. delay: resulting from order cha nce, by the Buver, or delay in onloadim- shipments at delivery point that are the fault (it Buyer. The Seller shall not he noble for delays or defaults in defivci) caused by force beN lond its control including, but not limi to floods, fires, storms, or other act s of God, by war or :let ot enemy (cm civil disturbance.). strikes, lock-01.111. ShOltlkCs of labor or raw materials and supplies (including fuel) or production facilities, itansporlation service or equipment ,shortages or filifillres, action of an� governmental authority or other Conditions bevond the Seller reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicin doctilocill, all transportation Chaim including, but riot limited to, c'arrier eharges for notification prior to deliver. dcmimai2e casual by Buyer, delay in unloadin diversion, or rcconsigument will be paid by the Buye ]if. TRANSPORT RISKS AND CLAIMS. Risk. of loss and title to Products lrarislcis to the BUycr Upon delivery :it tire F.O.B. paint identified on (tic iTIVOiC (10011nera, On receipt of title. the Buyer is then responsible for proper protection of Products and coinplimic, with ads regulations and oidinancea and will indemnify the ScIlet against all tlairns for personal injuries or property damage aiishn lions the storage, use ofliandling ol Chins Ra damage or shortage in transit nnjsl be niadc, by tile Buyer against the Carrier. The Bu,%ct has the w,poosibifii to inspect shiprnelnh hcfone or during till loadi to identify any such darnal_w or shortage and see that appropriate notation is made on the delivery tickets or in iiispcclion report fimusbcd h) the local agent of the carrier in order to support a claim. 11. WARRANTY. 1 lie Seller •:irrams only that it will convey good title to the product ond that, :11 the rinse ofshipitmit, tire, product will contomi to the published specifications of the Seller. Seflcr specifications are subject to Chillole at amp' little without notice to Buyer. NC) OTHER WARRANTY OF A KIND. EXPRESSED OR 1. IS MADF. BY SFIJ,I_,R, INCLUDING ANN iNIPLAEL) WARRANTIES OF NNIERCHANTABILI Y OR FITNESS FOR A RARTICU- LAR PURPOSE. Failure of the Buyer withing thirty (30) days after receipt of the Product delivered her eu I I I let to give notice that Stich [xluct is not as so warranted shall be an tinqualified acceptance of such product and a waiver of all clairns with respect thereto. fit lh,: event of all UllUged breach h by the Seller, the sole; 17CITIC(ly AN to 11W BU)CY on aK'cOUTII 0 Jll.y kleI Io the rrodtic, 'h .h he 1" the kCj1'1aC(.- iritnit of such dQ1ectivu product by the Suller. In file went file remedy provided herein shall be deemed tl lw"(: i'lled it rs.cnliai purpo'c' lllei) Ific tfti (crs he emitted mll w :l cctund of the arnount, paid to the Seller for such defcii.y,2 PlOdUct. 12. LIMI rATION OF LIABILITY. THE BU YER SHALL. NOT BE ENTITLEI) TO RFCOVER. FROM Sl INC II)ENIAL OR C(.)N,SEQuFN DAMAGES OR E`XPUNSl:S. HN BU 7 NOT f,mirm) ro, nfosE INCURRED ON ACCOIJNT 01 TIIF QUALITY OR AN101INT OF PROIN. CT DELIVFKFF.) HIE NON-DELI% OF PROI)t The 13u%crjssunie.s all risk, and liability for an (kinia to p I g pe rsons or p roperty resrihin,; from Lae ww of tiie produr:t delivered beieund it i manufacturing processes of the Buyer orin Corabillatinn vilfi ('file! sub tm or otherwise. 13. IWFLNTS. The Sellcr qrqs to defend and protect the Buyer 3 loss or daimige arising out of k-al acwm far direct patent infringement in connection with the Seller manufacture of Product provided tire, Seller is notified promptly of any such action with complete information and is pvcn an opportunity to defend. 14. SE C.URITY INTEREST. The BUYLli hereby grant. to the Seller and the Seller hereby retains it security interest in all Products furnWicd 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 its Scher may determine to be necessary to perfect such security interest. 1 GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance 'X ilb and governed by the Laws of the State of Kansas provided that delivery tennis shall he governed by INCOTERNIS ;is published by the International Chamber of Commerce. 16. ASSICNABILITY. Any agreerneiit based on the acceptance of this offer shall not he assignable by,111C.HUN'Ql Willl"A11411C prior %k rilten consent of the Seller :and any purpor assignment without such conscrit shall be void. 7, pf_f 17. EINTIRE AGREEMENT. 11 acceptct! this offer aril file terms on the Seller invoicing document con,`ltijutc 11w t .kgreelneul. (d s;&__ purchase of the product named heroin. No modification of this Agreement shalLlo of any force pr effort unless in writin and Si by LhCpnrtriyk he hoUlld thQrebv. and nu 1tT<adilication shall fie eliecl4d bN the a (know ledLriient or acceptance of purchase order Forms contairlina different lei nis oj";plkdlLl�1 s '7 North American Salt /Ay/ Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT ?O: FCUERAL ID PAYMENT rERMS INVOICI --DP NVUICL- NUMBER ►'_o,.Box277o43 48- 104 7.6:32 N'ET:6:0''DAYS 1/1:4`/20 '70,3,09 "1,88 A, ~30384-7,043 SOLD TO: 462129 C54512 SHIP TO: 505808/ CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 1261 STREET WESTFIELD, IN 46074 CARMEL, IN 460 UNITED STATES OF F AMERICA I SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER CRDFR 'TYPE 10995 AUGUSTROBBENSSONS 01/14/09 W0903W 315798 315798 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS rLRRITORYI __7_6 1 SHIPPING POINT_ :DE_I:.IVEe,E TR E 32 2_ rAX STATUS TAX ID 8 RELEASE SALES REP EXEMPT 003 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRIC EXTFNDED PRICE 7517 BULK COARSE LA SALT Y 25.6800 TN 84.89 2,', 79.98 SU MMARY: 'IPRODUCT 2,179:01 FREIGH F FUEL SUBTOTAL 2,179.98 STATE TAX COUNTY TAX CITY TA`: MESSAGES: TOTAL WEIGHT 51,360.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 I THANK YOU FOR YOUR ORDER PLEASE PAY US 2,179.98 WE APPRECIATE YOUR BUSINESS IN US DOLLARS Phis Sale of Goods is subject to the Torres and Conditions of Sale on the reverse side of this Invoice CR NOTE (Terms and Conditions of Sale are also availaole at www.nasalt.ccm). IN US DOLLARS US 'I TERMS AND CONDITIONS OF SAL F 1. OFFER. No terms .stated by Buyer in its bier. Purchase Order, acknowledgment. or other form shall be binding upon the Seller except as cxptes_.ly agreed in v. i writing by the Seller. Buyer is lrcrehy notified of the Seller's objection it) and rejection of any additional or different terms in Buyer' bid, Purchase Order, acknowledgowtit, or other forms. THE SELL IiR'S PROPOSAL. 1S EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TERMS AND CONi:)TLIONS 2. (A NINNY' Buyerapt,cs to irrtke IlaymenPat•Selict's l& -atiun and at the•lirne sptc l d on the <Selic ;'s ttvni�inbrrfnFwnenttin lay.ful n oge ;,YC lfle'�lf .fit The ,t r;•• S I(cr7n as ul it �?le judgment. rcgoi u' h otbcr Nayn tent terms r it dean t'ap�teipn ue,;iniludin� Cuflbr f eruhl C tt ruent in ugit sued dt t htlstiYentrn t y lent[ of credit. 3. PAS i' DUE ACCOUNTS A finince charge of the. lesser of 1.5% per month (I ".4 APR) or the highest rate penniucd by ia%i'Vill be aLscsed on all pat due accounts. Interest changed o» at past clue invoice kill be assessed from the date of the invoicc. d. PRICES. EXCEPT AS O'I'IIERWISE SPECIFIED iN THIS OFYTIZ. PRICES ARE SUBJECT TO CEIANGF. WITIfO.I -T iNOTIC'l''.. ORDERS WILL.. BE iNV'OICED. UNLESS OTIIERWiSEiSPF.CIFIED IN Tans Of FF.R..Ar HE SELLER'S PRICE IN EFrI EC'T C-)itt`I THE SC'HisDLLET)'D a'CI? OP`SIIIPMENT. Prices un the invoicing document are 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 tile, seller in writing within 60 days of the date of the invoice. C:ANCTLLA•1'ION AND MODIFICATION. Orders may he canceled by Buyer only upon (1) Written err oral notice to the Sellci' subsequently accepted in writing h; the Scller nand (2) payment to the Seller o,C reasonable cancellation charges to he solely cicte:rmined by the Seller. 6. CRI%DIT, Credit payment''tcrms must have the prior ipprovid of the Seller's Credit Department and must he specified in writing the Seller's invoicing ddxonn:ar..-If at an Lime .Buy •r's financial r_ e m spunsibility bccoc_s impaired or unsatisfactory to the Seller, Seller reset yes The, right tea s«>p ,r n n shiptnt. oil pitV�r and to demand pay�mcrit'in idc ter at the time of delivery for [untie deliveries or u> requir�'oth'er secuuly satisfaciDry tti floe .Seller: and in the ohsence tbca'col. Io easel, without liability the unfdlcd portion of thin contract. 7. TAXES, Any tax or other governmental charge•aww or hereafter levied upon production, severance, Manufacture. delitcry, storage, cnnsumpcion. sale, use or Shipment of Products ordered of sold Will be charged to and paid by the Buyer. Such rase are not covered in the Seller's price. R.' DCLA S. All orders are accepted subject to the Seller: ability to make delivery at the tine and in the quantities specified; :uni rho• Seller shall not be liable for damages tin failure to make partial or complete shipment is for the delay in making shipments. ']'he 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 Buyer, or delay it) unloading shipments at delivery point that are the fault cat' Buyer.'I'he Seller shall not be liable for delays or defaults in delivery caused by forces beyond its control including hill not limited to lloo ds, fires. storms, or other acts of God, by wear or act of public enemy (or civil disturbance. strikes, lock -outs, shortages of labia or new materials and supplies (including fuel) or production Facilities, transportation service or equipment shorts @e, or Ltilure:. settee of any govt-mine ntatl authority or other conditions beyond the Seller': reasonable control. 1 SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing documern, all transportation charges, including, but not limited to, carrier's charges fur notification prior to deliver, demurrage caused by Buyer, delay in unloading, divursion, or reconsignment will be paid by the Buyer. M. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfer_ to lea Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance will) all regulations anti ordinances and will indemnify the Seller against .dl claims for personal injuries or property damage arising from the storage, use of Ytandling of such Products. Claims for damage or shorage in transit must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report 1'ttrnished by the local alsent of the carrier in order to support a claim. 11. 1FARRANTY. The Seller warrants only that it will convey good tide to the product and that. at the time of shipment, the product will conform to the published spc•cil:ications of the Seller. Seller's 1pecil7c•ations are subject to change at any lime without notice to Buyer. NO OTHER 1k:ARR.ANTY OF ANY KiND, EXPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF 1•t F.RCFL\NT,AB11..1T1 }R HI'NESS FOR A PARTICLI- L-AR PURPOSE. Failure of the Buyer within, thirty (30) clays after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he all unqualified acceptance of such product and a waiver of all claims with respect thereto. In the event ill an altered hm,rch hereof ba the Seller, the sole rcmi•dy available to the Buyer on account .:d' any dclecr in thu prrduet ,hall I x irmled nr file replace ment of ouch defective product by the Seller. in the event the remedy provided herein shall be deemed to tstvc Gtikd its a ;rented then the Buyer nhsll tk entitled only m it rehmd rd the amounts paid to the Seller fen' such defective Product. 12. LIMI'T'ATION OF LIABILITY. THE BUYER SHALL NOT BE I NTiTLVD TO RECOVER FROM SELLER INCIDENTAL OR CONSEQUENTIAL DA_MA43ES OR EXPENSES, NSES, INCLUDING, BUT NO "I' 1_IMITED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT .DELIVERED OR THE NON -DELIV RY.OF PRODUCT- "Tire Buyer assumes all risks and liability fir any damage It, persons or property resulting from the use of the product delivered hereunder in manufacturing of the Buyer or in combination wilb other Substances or otherwise. 13. PATENTS.'rhe Seller attrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller';; manufacture of Produc(, provided the Seller is notified promptly of any such action with complete information and is given an opportunity to defend. ld. SECURITY INTEREST. The Buyer hereby grants to the Seller and the Seller herehy retains a security interest iu 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 nasty determine to be necessary to perfect such security interest.. a 15. GOVERNING LAW. Any aerecmc•nt haled nn the acceptance of this offer shall be construed in accordance with and gmcmed by the laws of the State of Kansas provided that delivery rents shall be. governed by 1NCOTERNIS as published by the international Chamber of Commerce. t 16. ASS Ii" ;.NA fill, ITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer without the prior written consent of the Setter and any purported assignment without Such c•onsenrghall :be void: ''.a.' 17. ENTIRE AGREEMENT. If accepted, this offer and the terms on the Seller's- Involving document crnStnuiA thc•ennrc agrlefnebt nt sale and pushers of the pr6dtict n Tried her °in: No htodific ;uiou'of tbisAgtcemetr[.ahnll be of any forcc•'ca eff6rt unless in writing rid':igned by 'tile 164rtl4 5tiui;ht to bi boreal trtci'e(iv it`d'" "t nor ngalification shall be effec,igd by the, acknowledgment or ac•eepunee 0I' purchase order forts containing differcnr terns or eon6iliont. North American Salt Company A/A Compass Minerals Company INVOICE 0 Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 1 48- 1047632 NET'60 DAYS 1/12/2009 70307486 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED L IN 460 UNIT STATES OF F AMERICA SHIPPED FROM I DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995- AUGUSTROBBENSSONS 01/08/09 W0803E 314687 314687 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 SHIPPING.POINT_ DELIVERED TRU CK 132 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDE PRICE 7517 BULK COARSE LA SALT Y 23.1900 TN 84.89 1,968.60 SUM MARY: PRODUCT 1,968.60 FREIGHT FUEL SUBTOTAL 1,968.60 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 46,380.0000 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 1,968.60 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 CONDiT.IONS OF SALE. 1. OFFER. No terms stared by Buyer in its bid. Purchase; Order, acknowledgment, or orrer form .shall be binding upon the Seller except as expressly agreed in wii(inQ 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, Purc•hasc Order, acknowledgment, or other forms. 1 IIE, SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON "'TILE "PERMS AND CONDITIONS CONTAINED HERI.JM 2, PAY- ME.NT. Buyer agrees to make payment -at Seller's location add at the time specific'! cm the Seller's ingot ipg document ill lawful money of the,U.S. The Seller may in ns side judgment. requite such other pa9u'tent terms as it deems appropriate! including full rn'pardal paynidni: in advance of hipnttimt colt y letter credit. 3. ,)?AST DUE ACCOUNTS. A finance charge of the lesser of 155. per tnomh (13';f: APR) or the highest rate permitted by laws will be aisses :sc•d on idl past due accounts. Interest charged oil a past clue invoice will be assessed ftonn the date of the invoice. J. PRICES, ENCH1 AS 01'HERNrISE SPECIFIED iN THIS 01'tfER. PRICES ARE SLJBJEC'I' TO CHANGE. WITIiOUT NOTK :E. ORDERS WILL BE iNVOIt.'ED. UNLESS OTHERWISE SPECIFIED TN THIS 01 L E R, Ai' T HE S1 LLF.R'S PRICE IN EFFECT ON THE SC'HEDIi_ED DXIT' OF SHIPMENT. Prices on the invoicing document are net of all applicable discounts and pioruotioual allowances. Any questions by tite buyer, about the basis (it accuracy of this pricing must be submitted to the seller in writing within 60 days of the date of the invoice. 5. C:1 \C l L1.:,YL'ION AEI) MODIFICATION. Orden may be canceled by Buyer only upon (1 written of oral notice to tile Seller subsegt.u,nlly accepted in writing by die Seller and (2) payment m the Seller of reasonable cancellation charges to he snlcly determined by the Selh�r. 6. C:REi)IT. Credit payment terms must have the prior approval of the Seller's Credit Department and must be specified in writing on the Seller'� invoicing document- if at any time Buyer's financial responsibility becomes impaired or unsalisLtctcxy to the Seller, Seller rescrrz s the right, to stop shipment. on notification to Buyer ar d to demand payment in advance ur at the time of'delivery for future deliveries it to require either security satisfaciory to the Seller and in the ah encc theicol. to cancel. without liability, the unfilled portion of this eomtracl, 7. TAXES. Am; tax or other governmental charge now or hereafter levied upon production, ,severance, uuinufacture, delivery, storage, cnnsuny>fion. vale• use or shipment irf Products ordered or sold will be charged to and paid by file Buyer. Such cases are not cowered in the Seller'.. price. S. MLAYS. All orders arc accepted subject to the: Seller's ability to make deliver time at the e and in the quantities specified, and The Seller shall not be liable for dnnutges for failure to stake partial or complete shipment or Cor the delay in making shipments. The Buyer shall he liable for any added expenses insured by the Seller because of Buyer's delay in furnishing requested infontarion to the Seller, delays resulting front order changes by the Buyer, 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 deliver caused by fumes beyond its control including hilt not fimited to hoods, fires. .storms. or other acrs of God, by war or ace of public enemy (or civil disturbance-,), strikes, lock ours, shortages of labor or raw materials and Supplies (including fuel) or production facilities, transportnion service or equipment shortages or failures. action of any gonernntantal awbority or other conditions beyond the SCI Ice'; rrtvconable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Scller't; invoicing docuniem, all transporttufon charges, including, but nor limited to. carrier',, charges for notification prior to deliver, detnurruge caused by Buyer, delay in unloading, diversion, orrecon sign ntent will be paid lay the Buyer. III. TRANSPORT RISKS AND CLAIMS. Risk of loss and title for Products transfers to the Buyer upon delivery at the F.O.B. point identilied on the Seller's invoicing document. On receipr of title. the Buvet is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against rill Claims (Or personal iniurics or property damage arising front the stontge, use of handling of such Products. Claims Rr damage or shortage in transit i nr.;t be made by the Buyer against the Crrier. The Buyer has the. responsibility To inspect shipments before ur during unloading to identify ally such damage or shortage and .see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of thcearlier in older to support a claim. 11. WARRAN 1'Y. The Seller warrants only that it will convey good title to the product and that. at the Time of shipment, the product will conform 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 KIND, EXPRESSED OR IMPi..IED, IS MADE BY SELLER, INCLUDING ANY INIPLiED N,-ARR ANTIES OP Iv4ERCHANTAlt11,11'Y OI't lift NESS FOR A PAR'1'ICU- LAR PURPOSE. Failure of the Buyer withiug thirty (.i() days after receipt of the Product delivered hereunder t0 give notice that such product is not its so warranted shall he an unqualified acceptance of such product and a waiver of all claims with respect thereto. In the cv -ent oC art ill: fed breach hcreol by the Seller, (he sole remedy available.- to the Buyer tin account o t :illy defect in the pnd(ct Shall b,, limited w the repiace- nr.;nl of ;ooh defective product by the Seller. In the event the r.nedy provided herein shall be deemed to hay:; (ail:d it, e, parpus (hen the Buyer shall be entitled only o it refund of the amounts paid To the Seller for such defective 1 13. L.Li•ITATION OF LIABILITY. THE BUYER SHALL NOT HE ENTITLED TO RECOVER, FROM SELLER INCIDENTAL OR CONSC.QIJIiNT1AL DAMAGES OR EXPENSES, INCiAlDING, BUT NOT LIMTPF,D 1 THOSE INCURRED ON ACCOUNT OF THE QUA -ITY OR ANIOUNF' OF PRODUCT DELIVERED OR 'I I1E'NON DELIVERY OF PRODUCT. The Buyer as.sunics all risks and liability fir any damage to persons or properly resulting from the use i the product delivered hereunder in ntanufucturing processes of the Buyer or in combination will) other substances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or daniage arising out of legal action for direct patent into ingement in connection with the Seller'; manufacture of Product. provided the Seller is notified promptly of any such aefiou with complete information and is given an opportunity to defend. 14. SECURITY INTF,REST. 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 (leleriiiiiie to be neccsatry to perfect such security interest. IS. GOVERNING LAW. Any agreement based on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State of Kansas provided that delivery terms shall be governed by INCO1TiRNIS as published by the International Chamber of Cotrtnucee. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shall not be assignable by the Buyer w ithrrut the prior written consent of the Seller and any purported assignment without such consent shall be void. 17. E:N'L'iKE AGREEMENT. 11 accepted, this uCCCr and the terms oil doe Seller's invoicing document constitute the entire agreement of sale and purchase of the Product named herein. No modification of this Agreerrent shall lie of any force or effort unless in wriline and signed by the panics sought to be bound thereby. and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. r North American Salt Company A/A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT TO: FEDERAL ID P INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48= 1047632 NET 60•DAYS 1/15/2009 70309980 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 460 UNITED STATES OF F AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995- AUGUSTROBBENSSONS 01/15/09 W0904E 315799 315799 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 178 .SHIPPING POINT ..OELIVERED 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 24.5600 TN 84.89 2,084.90 SUM PRODUCT 2,084.90. FREIGHT FUEL SUBTOTAL 2,084.90 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,120.0000 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 2,084.90 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 Oh SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order, acknowledgment, or other forrn shall he binding 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 Ordcn, ac•knowledgmcnt, or other forms. THE SELI.EWS PROPOSAL. IS EXPRESSLY L iklITf-:D TO AC'CEPT'ANCE UPON THE THRIvIS AND CONDITIONS CONTAINED HEREIN, 2. PAYMENT. Buyer rprees to make payment at Seller's location and at the time specified on Ihc.Sfller'a iucgr ing Jocumanc in lawful money of lily U.S. The Seller may in its sole judgment, require such other fiatimcnt terms as it deciris appropriwe.. including full or partial payment in advance• nl siipinent or by fitter of, credit. 3. P; %Sri• DUE' ACCOUNTS. A fumocc charge of the lesser of 1.5% per month (.I 3 APR) in the highest rate permitted by law will be assessed on all past due accounts. Interest charged on a past clue invoice will he assessed from the date of the: invoice. 4. PRICES. EXC'HPT AS OTIIERWISE SPECIFIHD IN THIS OFFER. PRICES ART. SUBJECT TO C "IIANGE WITI IOI F NOTICh. ORDERS WILL BE INVOICED. UNLESS O "1TiERWISESPECIFIED IN'1'HIS OI FEN M SHt-LER'S PRICE IN HFI EC:T ON 111E SCHEf7L1 -ED DATE, OF S131PMENT. Prices on the invoicing document are nel of all applicable discounts and promotional allowances. Any questions by the buyer, about the basis nr accuracy of This pricing mint be submitted in the seller in writing within 60 days of the date of the invoice. 5. CANC I L1. ATION AND itIODIFI(. ATION. Orders may be canceled by Buyer only upon (1 written of oral notice to the Scller subsaquenlly accepted in =riling hp the Sella and (2) payment to [lie Seller of reasonable cancellation charges to be solely determined by the Seller. 6, CREDI r• Credit pavnrant terms mud t have the prior approved of the Seller's Credit Department and must be. specified in writing, on the Seller's invoicing docuutiut, if :u any time BLe cr s fmanc'ial responsibility beco i impaired or uusalisfnctory to the Seller, Seller rrscr the right tv stop shilnnent. on notilieatign (o. Liuver and to demand payment in advance or at the nine of deljvcry for future deliveries or to require other security satisfactory w file Sclhr. and in the at.ance thereat- u; caned, without liability, the unfilled portion of this eoltrtcl. 7. TAXES. Any tax or other governutental charge: now or hereafter levied upon production, severance, manufacture, delivery, storage, consumption. sate, use or Shipment of ProelnCCS ordered or sold will be charged to and paid by The Buyer. Such lases are not covered in the Seller's price:. S. 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 danwles for failure to make partial or comptcte shipment sir for the delay in makin� shipments. '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 Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery cuuscd by forces beyond its control including but not limited to floods, fires, storm:. or other acts of God, by war or act of public client, (or civil disturbance). strikes, luck -our:. shortages of labor in raw materials and supplic, (including fury or production facilities, IMISportalion service or c'luipment shortages or failure,, action of any govcrnmentid authority or ether conditions heyond the Seller'; reasonable. control 9. SHIP. os rs. Unless othemise :spccified on tic Seller's invoicing document, all transportation charges, including, but not limited to. carrier's charges for notification prir to deliver, demurrage caused by Buyer, delay in unloading, divets�ion, or reconsignuent will be paid by the Buyer. Ill. TRANSPORT RISKS AND CLAIMS. Risk of toss arid title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against fill claims lot personal injuries or property damage arising front file storage, use of handling of such Products, Claims for damage or shortage in transit most be made by the. Buyer against fhe Carrier. The Buyer has the responsibility to in3pect .shipments before or during unloading to identify any such damage or shortage and see tbal appropriate notation is made on the delivery tickets or an inspection relator[ furnished by the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey gocxf tide to the product and that, at (tie time of shipment, the product will conform to the published specifications of the Seller. Seller's specifications are sub ject to change at any time without notice to Buyer. NO CYPHER WARRANTY OF 'ANY KIND, EXPRESSED OR IMPLIED. IS MADE BY STILLER, INCLUDING ANY IMPLIED WARRANTIES OF NIF..RCH'ANTABILITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure (if the Buyer wishing thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall be an unqualified acceptance of.suctt product and a waiver of all claims with r,pect thereto, Ill the -vcw of art alleged hrerach hrn ;of by the Sellcr, the sole remedy :rv'ailA to the Buyer on account of any &elect in the product shall hc, limitcrf m file replace nleut of such defective product by it),' Seller. in the event the remedy provided herein shall be decined w have fad. J its c :s�, ntwl purpose. then the Buyer shall he eluded only to a rebid of the amounts paid to tau Seller for such defective Product. 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT 13E ENTITLED TO RECOVER FROM SELLER INC HA`NTAL OR CONSEQUENTIAL. DAMAGES OR EXPENSES, INCLUDING, BUT NOT LIM1 F,T) To. THOSE INCURRED ON' ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT` DELIVERED OR THE NON'- DELI VERY OF PRODUCT'. 'The Buyer assumes all risks and liability lirr any damage to persons or property lesulung Oorn the use of the prodiwi delivered hereunder in manufacturing pox esses of tie Buyer or in combination with other suhstmices or otherwise. 13. IWITNTS. Tine Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with the Seller's manufacture of Produm provided the Seller is notified promptly of any such action with complete information and is given an opportunity to (I Jencl. 14. SIsCURITY INTEREST. 'File Buyer hereby grants to the Seller and the Seller hereby retains a security interest it all Products furnished by the Seller and the proceeds' thereof, until the purchase price thet'efore is fully paid. Buyer agrees to execute such financing Staterneitts and other cfoc•untenls as Seller Truly determine to be neces to perfect such security interest. I5. GOVERNING LAW. Any aerecruent based nm file acceptance of this offer shall he construed in accordance with and gmemed by the Laws of the Suite of' Knnsaas provided that delivery terms shall be gov,rrned by INCOT'•ERtl iS as published by Ore International Chrunber of Commerce. 16. ASSIGNABILITY. Any agacment based on the accept of this offer shall not be assignablc by the Buyer without the prior written consent of the Seller and any purported assignment without such consent shall he void. 17. ENTIRE AC Ri I:MENT. 11 accepted, this offer and the terms eat the Seller's invoicing document consiimte• the entire agntcnii.vt of sale and purhat c of the product named herein. No modification of this Agreement shall be of :cry force or etfort unless in writing, and signed by the parties sought to be bound thereby, and no modification shall be effected by the acknowledgment or accept of purchase ruder firms containing different terms or conditions. A/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT'i0: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O -BOX 277043 48- 1047632 :NET 60 DAYS 1/12/2009 70307536 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 460 UNITED STATES OF F AMERICA SHIPPED FROM TE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE DA 10400- CHICAGOPLANT 01/12/09 W0905W 315795 315795 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 800.18 ReseC. 449 SHIPPI PniN ,DELIVE 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 25.5000 TN 84.89 2,164.70 SUMMARY: PRODUCT 2,164.70 FREIGHT FUEL SUBTOTAL 2,164.70 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,000.0000 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 2,164.70 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE U S (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER, No terras stated by Buyer in irs hid, Purchase Order, ac•knowlcd ;mcnt, or other form shall be binding upon the Seller eseept as expressly agreed in writing by the Seller. Buyer is hereby notified of the Seller's objection to and rc,jcciiim of any additional or diiFetoot terms in Buycr's bid, PtlrihlLSe Order, acknowledgntenL or other forms. THE SI'LI.ER'S PROPOSAL IS EXPRESSLY' Lpml 1 "ED TO AC UT UPON THE I ERNIS AND CONDITIONS C'ON7AINED HEREIN. 2. PAYNIENT.�Buycr agrees to mokc payrnerrt at Seller's location and at the, time specified on the Seller's invoicing documbi in lawful money nPthe.di S: tPhc Seller may, li its sole judgment, requii;e such other payment terms as: ii deems np1myriate, including Bill or Partial p uvun'nt in advane el hif anent or by later -of cit-dir. 3. LAST DUE' ACCOUNTS. A finance charge of the lesser of 1.5 per month t 18oi4, APR) or the highest rate permitted by law will he assessed on all past due accounts. bucrest charged on a past due invoice will be assessed from the date of the invoice. J. PRICES. EXCETT AS O"fIIERWISL SPECIFIED IN THIS' OFFER. PRICES ARE SUBA-C' TO CIIAN61, WITHOUT NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPECIFIED IN THIS OFFER, A'1 I HL? SELLIT'S PRICI. IN F..Ff I CE ON THY SCHEDULED DATE OF SHIPNIEVE Paces on the invoicing document are net of all applicable discounts and promotionA allowances. Any questions bq the buyer, about the hash, or accuracy of this pricing must be submitted to the seller in writing within 69 days of the date• of the invoice. CANCE ;L;L;tHON AND AiODIFICN110N. Orders may be cunccled by Buyer only upon (1) written or opal notice to the Seller subsequently accepted in writing by tine Seller and r3) payment to the Seller of rcaspnablc cancellation charges to be solelY dete mined by the Scller. 6. Ck1 11 L. Credit pavulent terms must have' the prior approval of the Seder's C.iedii Departuent and must hag speciticd m %:toting on t1w Seller's invoicing dceuu>_vut_•tf at any time Buv :r'.y fmauctal reslon5ibility hecomrs-impailyd or un,aUslactcn} u,a the Sella Se. Her re ;s du 1itJtt tut ,top ,).l, n avast_ on rnot'fid auiat err Buyer and to demand payment in advance or at the rinnc of delivery for Future deliyeries or to require, other security salisi'actiary ter dic Sclle!, and it alnance Ihercot, to c,tricvl- without liability, the unfilled portion of this contract. 7. TAXES. Any sax or other governmental charge now or hereafter levied upon production. severance, manufacture, delivery, st=orage, consu nptiou. sale. use or shiprmnt of Tmducts ordered or sold will be charged to and paid by the Buyer. Such taxes are not coverxi in this Seller's price. S. DELAYS. All orders are accepted subject. to the Seller's ability to snake delivery at the time aua9 in the citmoddes specified. and the Seller Shall not he liable for dautrlltes for failure to stake partial or complete .shipment or for the delay in making shipments. The, Buyer shall be liable for any added expenses incurred by the Seller hccau of Buyer's delay in furnishing requested information to the Scller, delays resulting from order charges by the I3uycr, or delay in unloading shipments at delivery point that are the fault of Buyer. "file Seller shall not be liable for delays or defaults in deliver} caused by forces beyond irs control including but not limited ts floods, fires. storms, of other acts of God, by war or act if public enemy (or civil disturhanccl. strikes, lock -outs, shortages oi' labor or raw materials and supplies finc•luding fucll or production facilities, uansporiaiion service or equipment shortages in failures, acliou of any gocenirncuCaI authority or other conditions beyond the• Seller's reasonable control. 9, SHLPNIENT COSTS. Unless otherwise specified on the Seller's invoicing document, all uallspoitation charges. including. but not limited to, carrier's charges for notification prior to deliver. deuuniage caused by huger, delay in unloading, diversion, or reconsiguniew will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon d; at the E0.I3, point idantificct on tile, Seller's invoicing document On receipt of title. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Settler against all clairns for personal injuries or property damage arising from the storage, use' of handling of such Products. Claim for damage or shoruig'c in transit mint be. made by the Buyer against the Caner, The Buyer has the rc'sponsibiliry to inspect shipments before or during unloading to idolitify any such darrtage or shortage and see that appropriate nounion is male on the dcbrery rick rS or an inspection report furnished by the local agent (At carrier in order io support a claim. 11. WARRANTY. I he Seller w•arnmts only that it skill convey good title to the product and that, at the time of shipmcut, the product will corikorm to the published ,specifications of the Se'llcr. Seller's specifications are subject to change at any tittle without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. EXPRESSED OR I.MPL.IED. IS iNiADH BY SIHIA.ER, INCLUDING ANY IMPLIE1) WARR A VHES OF WRCH AN'IABILITY OR FITNESS FOR PARTIC..U- IIAR PURPOSE. Failure of the Buyel writhing thirty 00) days after receipt d +l the Product delll'ered hei't' under t, rl1'i: noticc that such pr oduct ti net at so warranted shall be an unqualified acceptance' of such product and a waiver of dll claim with respect thereto. In the ent.4' d hrcach iii, o i hs I the Seller, the xI remedy aceilablc u, the Buyer AIn account c o t ;cis fL Ca t ul'nc ,rinckra 1 .r1, he !iunt_ct io the AA p1) c- i tiow of wit dei'ecuce product by the Seiler. Ira the even the remedy pnwidecl herein shall be deemed t, hen:. _.d d its Ihcn the Buyer shall ba entitled onlg to :a reamed of the tunoumt plod to rile Seller for such defer. live Product. 12, LIMITATION OF LIABILITY. T] IF BUYER SHALL_ NOT 13E ENTITLED TO RECOVERFRC711 SILL[ ;R INCII'.)FVlAI OR CON,'3LQl:'Li1NTIAI- Dr1lbtrl(.iES OR EXPENSES. INCLUDING, BUT NOT LIMITLD TO, THOSE INCURRED ON ACC( `UNT Of I11- QI. AI-1"1 "1' OR AMOUN L Uh PRODUCT DELI1 ERED OR'PHE NON DF.LIVEIZV f)F PRODUCT. "Ehe Buyer assumes all risks and liability for ant dalm<,c ul p.:rsun o' piope'rty resultin t front the uae of the product def.ivejed hereunder in manufacturing processes of the Buyer it in combination with other sub lances or otherwise. 13. PA'I'f:NTS. "Gilt Seller agrees Io defirnd and protect tire Buyer against liras or damage arising out of Ir +;ail action for direct patent infiingi'ntcnt in c>nnectian with the Seller's nwuufacture of Product, provided the $ellrr is notified promptly of any such action with complete information and is given ern opportunity to defend. 14. SF'fi1,114IP LN'1'I 1Z1?ST. l7le Buyer hereby grant, to (lie Seller and the Seller hereby retain it .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 statcanents and rather documents is huller may determine to he nceessary to perfact such security interest. 15. GOVERNING L.AW. Any agreement based on the acceptance i +f this offer shall be construed in accordance with and governed by the Laws of the Suite of Kama, provided that delivery terms shrill be governed by INCOTIiRlv1S as published by the International Char*rfter of Commerce. 16. ASSIGNABILITY. Any agi based oil the acceptance of this offer shall not he assignable by the Buyer without the piior wruwri consent of the Seiler and airy I ?urpottal assignment without such consent shall be void. 17. ENTIRE AGRLE.NIENT, if accepted. dos offer and file terns on the $cllrr's invoicing document constitute the ;ntilc °,i t :enle ;re f .ale and purchase of the product named hcrtin. No modification of this Agreement shall be of any forec or effort unless in writing and si''nvd by the p 1lnt•s 10LI sht to he bound iherebtt and no modification shall he effected by the acknowledgment or acceptance of purchase order forms conutining different let Ins or conditions. North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID M PAYMENT I ERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA .30384- 7043 48- 1047632 NET 60 DAYS 1/12/2009 70307535 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 460 UNITED STATES OF F AMERICA SHIPPED FROM TE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE DA 10400- CHICAGOPLANT 01/12/09 W0905E 315794 315794 SO CARRIER RAIL TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 80018. RoseC. 1,67• SHIPP DELI B22. TAX STATUS AX ID RELEASE SALES REP T EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.8500 TN 84.89 2,194.41 SUMMARY: 'PRODUCT 2,194.41. FREIGHT FUEL SUBTOTAL 2,194.41 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 51,700.0000 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 2,194.41 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE (Tens and Conditions of Sale are also available at vvvvw.nasalt.com). IN US DOLLARS US TERMS AND C:ONDiTIONS OF SALE 1. OFF'F..R. No terms stated by Buyer in its bid. Purchase. Order, acknowledgment, or other form shill he binding upon the Seller except as cspressly ..reed 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 Orders, acknowledgment, or other forms. 'I'II1. SELi...ER'S PROPOSAL 1S EXPRESSLI' f_IMIT I) IO AC'C'EF'TAN(1° UPON THE TERMS AND CONI:)Il'IONS CONTAINL ;D IIER[ IN. 2. PAYMENT. Buyer agrees to make payntcn at Scllcr s fixation and at thc. tittle specified on the Seller's invoicing document in lawful money of the ITS, The Seller Iniy, ill its sole lud.naent, require such other payment terms as it deerris apprirliriate, including full or I,rartial payment in kit vaned of ;t ?iiipinewt.ut,shy letter of crrdit.. 3. PAST DUY ACCOUNTS. A finance charge of the lesser of 1.5% per month (P0, APR) or the highest rate permitted bylaw. will be assecse'I on all past duc accounts. Interest charged on a past due invoice will be assessed from the, elate of the invoice. 4. I'RICFS. EXCEPT AS C7TIiER! 1SF SPECIFIED iN TIIIS OFFER. PRICES ARE SLiB.IEC "PTO CHANGE WITHOUT NOTiCE. ORDERS WILL 13E INVOICED, UNLESS Oil IE-RWISE SPECIFIED IN 'I HIS OFFER —NI i l IF SBL LER•S PRICE IN EFLLc ON'IIIE SCHEDUI FI DATE OF SHIPMENT. Prices on the invoicing document am net of all applicable discounts and promotional allowances, Any questions by the buyer, about the basis cn accuracy of ibis pricing must be submitted to the seller in writing within 60 days of rile date of the invoice. 5. CAN( :']iLL,A'I'iON AND INODiFI( :ATTON. Orders may be canceled by Rovers only upon (1) w6tren or oral notice to the Seller subsequently accepted in writing by the Seller and (2) payment to the Seller of reasonable cancellation charges to he solely detc.nninui by the Seller. 6. CREDIT. Credit par -ntent reams must have the prior appmval'of the Seller's Credit I:)eparlment and must he specified in wrilirg on the Seller's invoicing doeunicnt, if at any timC Buyer';: financial tcspon- vibtlite becomes impaired or unsatisfactory to the Seller, Sc ller resen v the ri�gfv to stop herein, nt. nn notificwiorl to Bu surd to demand payment in ad vance or at the time of delivery lief future deliveries or u? require other sccuuty satisfactory 16 file Scller. and in the absence lhewoL u) Cancel. without liability, the unfilled portion of this contract, 7. TAPES. Any tax or other governmental charge now or hereafter levied upon production, .severance, manufacture, delivery, storage, consumption. sale, u.sc or shipment of Products ordered or sold will be charged to and paid by the Buyer. Such taxes ore riot covered in die Seller's price, S. DIA.AFS. All orders are accepted subject to the Seller's ability to make delivery at the time and in the quantities specified, and the Seiler shall not be liable for deunages for failure to make pautial or cenrnplete shipment or for the delay in making shipments. llro Buyer shall be liable for any added expenses incurred by the Seller because o1' Buyer's delay in furnishing requested information to the Seller, delays resulting from c idea changes by the Buyer, or dtday in unloading shipments at delivery point [flat are the fault of Buyer. The Seller Shull not he liable for delays or defaults in delivery caused by forces beyond its control including hilt not limited to Hoods, fires. storms. or other nets of God, by war or ael of public enemy (or civil dislurbaricc). c!likes, look -nuts- shortages of labor or raw materials and supplies (including fuel) or production facilities, hansportation service or equipment shortages or failures, action of any gov,-mmental authority or other conditions beyond the Seller'. reasonable control. 9. SHiPIMEN1' COSTS. Unless otherwise specified on the Seller's invoicing document, all transporl :tiotl ClnT es, iucludhrg, L +m not limited to- carrier' -s charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsiemnent will be paid by the Buyer. 10. TRANSPORT RISiiS AND Ci.AINIS. Risk of loss and title to products transfers to the Buyer upon deliver at the F.O.R. point identiticd on the Seller's invoicing document. On receipt elf title. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against till claims for personal injuries or property damage arising front the storage, use of handling of sueh 1 Claims for damage or shortage in transit roust be made by the Buyer against file Carrier. The Buyer has the responsibility to irtspeul Jiipnicnf before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspeclioll repot furnished by the local a.cnt of the carrier in order to support a claim, 11. NYARRANTY. T•he Seller warrant only that it will convey good title to the product and that, at the time of shipment, file product will conform to the published specifications of the Seller. Seller's specifications are ,subject to change at any finte without notice to Buyer. NO OTHER WARRANTY OF ANY KIND, EKPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABiL.1'l Y OR FITNESS FOR A PARTICU- i_AR PURPOSE. Failure of the Buyer within. thirty (30) days after rccipr of the 1'roduct delivered hereundea to ivc notice that such product is not as so warranted .,hall be an unqualified acceptance of such product and a waiver of all claims with respect thereto. Ill the L- 1 f All of :ur al eel hicnch hereof by the Sealer, file pole remedy availahli to the Buyex on account id and cicl:rrr ue Ihc! I :mdaw t .Itch br Htnlred to rile replace.. meat of •ugh defcctivc product by the .4eiler. ltl the event the remedy provided herein shall be deemed to hacr, Ieil.td it... >e.'mi :a1 ixirJxasr. iheq tl c Buyer hall he entitled only to a fcfund o the amounts paid to the Seller fur such defective pmduet- r 12. LIMITATION OF LIABILITY. THE BUYER SHALL NOT BE ENTiTL.ED TO RECOVER FROM SL1 Id?R INCH)FNTAL OR CONSEQUENTIAL D.AtifAGES OR EXPENSES, INCLUDING, BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF 1 HE OUALII OR AXIOUNT OF PRODUCT DELIVERED OR'IHE NON DELIVERY OF PRODUCT. Tire Buyer assumes till risks and liability liar any damage to personas or propery; resulting from the nsc of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or othervise. 13. PATENTS.'fhe Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action Im direct patent inhingenwnt in connection with the Seller's manufacture^ 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 retain, a security interest in all Products furnished by the Scl icx and the proceeds thereof, until the pu price therefore is fully paid. Buyer agrees to execute such financing statements and other doctuuents as Seller only determine to Ile necessary to perfect such security interest. 15. GOVERNING LAW Any agreement based on the acceptance of this offer shall be construed in accordance Willi and governed by the Laws of the Suite of Kansas pnwided that delivery terms shall be governed by INCOTERIv1S as published by the international Chamber of Cor:nrcrce. 16. ASSIGNABILITY. Any agreement based on the acceptance of this offer shill not be assignable by the Buyer withow the prior written consent of the Seller and acv purported assignment without such consent shall be void. 17. ENTIRE AGREEMENT. If accepted, this offer and the ternis tin the Sell'er's' uivoicing document constitute tl,c entire agr.'tx;ment of sale and purchase of the product named herein. No modification of this Agreement :hall be of any force ct effort unless in writing and signed by tha.p rli s sought to be bound thereby. and no modification shall he effected by the acknowledgment or acceptance of purchase order forms containing different terms or conciitionl /Ay/ North American Salt Company A Compass Minerals Company INVOICE Page 1 of 1 a PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 ATLANTA, GA 30384 -7043 48- 1047632 N 1/16/2009 70310961 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD IN 46074 UNITED L �TATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995- AUGUSTROBBENSSONS 01/16/09 W0905E 321070 321070 SO CARRIER RAIL 1 TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY __76599 178 SHIPPING-POINT DELIVERED-TRUCK _522 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 84.89 2,129.04 S UMMARY PRODUCT 4 2,129.04 FREIGHT FUEL SUBTOTAL 2,129.04 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 2,129.04 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 v .nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALT; L OFFFIR. No term% stated by Buyer in its hid, purchase Order, acknowledgment, or other form shall be binding up+,nt [tic Scllcr except as expressly agreed in writing by the Seller. Buyer is hereby notified of the. Seller's objection to and n jection of any additional or different terms in Bu)cr'.s bid, i'urehase Order, atk'nowledgment, or other forms, JHE SELLER'S PROPOSAL IS EXPRESSLY LIMITEi) TO ACC'EPTANLE UPON THL, TERMS AND CONDITIONS CONTAINED HEREIN. 2. 'PAti 41k N "1'. Bow egtces ti+ melee pa}nuei t at Cellel's locution and ill the 4'ifb Specified on the Sellcr(5 Strvoiciing in lawful montiy of the 6 ;S "The Seiler mrq, in if;" sole judgment. requite ,ytih nth r payment terms its ri d Jim itarlip( payrnept, 1p idvtttcc, of sh{pxt cr(f ox.hv, Incr,oY.' cte tip. 3. PAST DI. AC(.*OUNTS. A finance chard of the le,ser of 1.5% per month W18 APR) or the highest rite perrnitted by law will be assessed 011 aft past due accounts. Interest charred on a past clue invoice will he assessed from the. date of the invoice. 4. PRICES. EXCEPT AS OTHERWISE SPECIFIED iN T'HiS OFFER. PRICES ARE SUB.IliC.T TO CHANGF WITHOUT NO1ICE, ORDERS WILL HE INVOICED. UNUSS OTHERWISE SPECIFIED iN PHIS OEFER. ATT'111 SELLER'S PRiCE IN EI' F'LC'T ON "I HL SCHEDULF..D t) 11 E OP S111pbIENIT. 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 this pricing mast be submitted to the seller in writing within 60 clays of the date of the invoice. S. CAN'( ELLA7FIONN AND MODiFICATION. Orders may he canceled by Buyer only upon (1) writicn or oral notice to the Seller subsequemly accepted in writing by tite Seller and (2) payment to file Scllcr of reasonable canacllation charges to be solely deruurined by the Sella. 6. CRi'DIT. Credit (iaynrert Perm, mu,a have the prior approval of the Seller's Credit Department and must he specified in ttrritkw on the Seller's inCacing doccancric. ifatany tio Bu}er's Enuurnai- respvn,ibith'y becomes impaired or unsafistwtor} to the Seller, Seller reserves the right to stop shipment. on notitit_rrion to= Buyer tad to demand payrucnt in advance or at the time of delivery for future deliveries or to require other security satisfl,-fory� to the Shccr, and in the ahscnec thereof. to cancel, without liability. file unfilled portion of this conflict. 7. TAXES. Any nix or other governmental charge now or herewcer levied upon production, severance, manufacture, delivery: storage, consumption, sale. use or shipment of products ordered dr sold will be charged to and paid by the Buyer. Such taxes are not covered in the Scil;r's price. 8. 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 damages for failure to rnake partial or complete shipment or fir the delay in making shipments. The Buyer shalt be liable for any added expenses incurred by the Seller because of Buyer's delay in furnishing requested infonruuiim to the Seller. dela s resulting from order changes by file Buyer, or delay in unloading shipments at delivery point that are the fault of Buycr. The Seller shall not he liable- for delays or defaults in delivery rinsed by forces beyond its cirnKol including but nut funned to floods, Gres. Storm,. or other acts of God, by war or act of public enemy (or civil disturbance). Nirikes, lock -outs. shorfagcs of labor or raw materials "nd supplies (including fuel) or production facilities, transportation service or equipment shoruage.a or failure., action of any governm.mutl atuhotity or other conditions beyond the Seller', reasomtble control. 9. SH1PA71sNT C'OS'TS. Unless otherwise specified on the Seller's invoicing document. all nansporlafion charges, including, but not limited to. carrier:. charges for u<+tif ICAUon prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or recon,ignnrent will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss and title to Products trnnsl'cr_ to the Buyer upon delivery at the F.O.B. point identified nn the Seller'., invoicing document, On receipt of title. the Buyer is then responsible for proper protection of Products and Compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the storage, List• of frrndlinF, of such Products. Churn, for damage or shnrta in transit nmst he made by the Buyer against the Carrier. The Buyer has lire responsihilit_v to inspect chiputants before or daring unloading to identiti ally such damage or shortage and see that appropriate notation is made on the delivery tickets or au inspection report furnished be the local agent of the carrier in order to support a claim. 11. WARRANTY. The Seller warrants only that it will convey good title to the product. and that. at the time of shipmcm, the product will conform to the published specifications of [lie Seller. Seller's specifications are subject to change at sly tittle Without notice to Buyer. No oT'HEi2 WARRANTY OF ANY KiND, EXPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANY 111pLIEla W.ARRAN'E(ES Of 11ERC'HANTABiLlEY I)R FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer tvithiug thirty (30) days after receipt of the Product delivered hereunder to rive notice that such product is not a% so vvarranted shall be an unqualif acceptance of such product and a waiver of all claims with respect thereto. Ili the even! of an alleged bra:uh kpercof ha the Seller, the sole rcntedo available to the Buyer on a, count+ f 'mti del"Cl tit ;hr. pmdu; r 1 1a0i ec fin'n'ed ro the rcplace- meul of >ach detective product by file Sellcr. hp the event the relucdy= provided herein shall be deemed to has-c t:ril:d it, e- ential purpose. then fhc Buyer shrill he cniiticdi only io a reltutd oti Use amounts }paid to the Seller for such defective Product. 13. LIb'1TnAT10N OF LIABiLITY. "I'HE Bt ;YER SHALL NOT BE E.NTfTI.ED TO RE-COVER iROM SELL FR iNCIDLNT`AL OR CONSEQUENTIAL, DAh1AC'ES OR LXPENSI,S, INCLUDING, BUT NO LIMITED TO. THOSE INCURRED UN ACCOUNT Of "EIIE QUALITY OR AMOUNT OF 1'RS)DLiC'T DELIVERED OR f HE NON of PRI:)DUC "1'. 'Ihc Buyer assumes all risks and liabilit for any damage to pereons or proper} resulting (tom the use oi' the product delivered hereunder in manufacturing processes of the Buyer or in combination with other suhslances or otherwise_ 13. PATENT ;S.1'he Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action fir direct patent infringement in connection with the Seller', manufacture of Product, provided the Seller is notified promptly of any such action with completee information and is ;given an opportunity to defend. 14. SECURITY INTEREST. "lire Buyer hereby grants to the Seller and the Seller hereby retains a Security ins rc in all Product, 'furnished by the Scllcr and the proceed, thereof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other documents m Seller may determine to ba necessary to perfect such security interest. 15. GOVERNING LA ir`. Any agreement haled on fire acceptance of this offer shall he construed in accordance with and governed by the 1:aws of the State of Kansas provided that delivery terms shall be governed by 1NCOTTR <1S as published by the International Chwnher of Commerce. 16. ASSIGNABILITY. Any agreement based nn the acceptance of this oiler shall not be assign:rhle by the Buyer +0hout the prior written consent of the Seller and an} purported assignment without such consent .shall be void. 17. ENTIRE AGREE.NIENT. if accepted, this offer and the terms on the Seller's inbicin. docunreht constitute the entire az i enrcut of sale and purchase of the product trained herein. No modification of this Agreement shall be of any force or effort unless in writing and signed by the partie, sought to be Bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terhu or conditions. y North American Salt C ompany A/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 N 1/19/2009 70311856 j SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST 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 01/19/09 W0905W 321071 321071 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE I F.O.B. I FREIGHT TERMS TERRITORY 765 __1_7 8 SHIPPING-PO I DELI_V TRU _ERED CK B22_ TAX STATUS TAX ID SALES REP EXEMPT 0031201550 RELEASE B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 25.4500 TN 84.89 2,160.45 SUM PRODUCT 2,160.45 FREIGHT FUEL SUBTOTAL 2,160.45 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 50,900.0000 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 2,160.45 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE (Terms and Conditions of Sale are also available at www.nasaH.com). IN US DOLLARS us TERMS AND CONDITION'S OF SALE.. L OFFER. No terror stated by Buyer in its hid, PurchaS0 Order, acknowledment, or other form shall be binding ufron the Suller except as expressly agreed in Meriting by the Seller. Guyer is hereby notified of the Seller's objection to and rejection of any additional or different terms in fiuycr's bid, Purchase Order, ❑cknowlcdgmcnt, or other forms. 'Phil SELLER'S PROPOSAL IS EXPRESSLY Li OITE,D TO ACC:EPI'AiNCE UPON LHE TERPIS AND CONDITIONS CONTAINED HEREIN. 2. PAYMENT. Buycr agrees to make pa) ment'at ;Seller's locadon'and <it the t tte`sji?ciGed on the Sella t' ihdciieing CIO,ument in lawful money of tbi; U.S.. The Seller may, tit. it sole judgment, roquir:e such other payment t }inns as it leciiis.aptiropriati, including full of partial puyfn nt in,gly (nee od` hipinent or :by,lcnar i>f cie:dil. 3. M" 11)l.lF, ACCOUNTS. A finance charge of the lesser of 1.54 -h per mouth H 8% AI'R) or the highest rate permitted by law will be ascssed on till past flue acx ousts. Interest citing it on it post due invoice will be assessed from the date of the invoice. 4. PRICES. E\CEPT AS OTHERWISE SPECIFIED IN THiS OFFER, PRICLS ARP? SUBJECT TO CHANGE ,vrmour NOTICE. ORDERS WILL BE 1NVOIC LD. I.iNLEtiS O'T Fii, :R \YISG tiPG(:IFiFD 11' Tf31S OItFER, ,A'I' I tfE SELi_El'Z'S PRi( IA E'PFI3CT ON'CHh S(. ".11{ :UI I.ED D VI E OP SF(IP41EtiT Prices on the invoicing document are net of all applicable discounts and promotional allowances, Any questions by the buyer, about the host,~ or accuracy of this pricing must be subtniued to the sellor in writing within 6Q daps of the date of the inroice. 5. CANC1`.l,L 'PION AND MODIFICATION. Orders may he canceled by Buyer only upon (1) wriaun or will notice to the Seller Subxcquently accepted in writing_ by (lie Sellcr and (2) payment to the Seller of reasonable cancellation charge, to he solely determined by the Seller. 6. C:M.A.11T. Credit payment tents oars have the poor approval of the Seller's Credit Department and must he +o illed in writiupr on the SeGer's invoicing document. if m tiny Bute Bu,•er's liouncial responsibility becomes impaired or un ;aLiS actoiy to the Seller. Sellcr res rye:, the`i i to stop shipoictit, vn twtif to' Buyer and ill demand payment in advance or :4 the time of delivery for future deli�orie. oE require other security an_f €ict,WN to the Seller, and in the absence thereof. to cancel. without liability the unfilled portion of this contract. 7. TAXFX Any tax or other governmental charge now or hereafter levied upon production. severance, manufacture• delivery. storage. consumption, sale. use or shipment of Products ordered or sold will be charged to and ptid by the Buyer. Such taxeS are n<n Coveted in life Seller's price. 8. DELAYS. All order: arc accepted SuIli to the Seller's ability to make delivery at rho time and in the quantities specified. and the Seller shall not be liable for 'Janes +gcs for failure to stake partial or complete shipment or for the delay in making shipments, The. Buyer shall ba liable: for any added expenses incurred by the Seiler be.causc of Buyer', delay in furnishing requested information to the Seller. delays resulting froin order changes by the Buyer. or delay in unloading shipments at iletivety point that are the fault of Buyer. The Seller shift] riot he liable for delays or defadts in defiur caused by forces beyond its control including but not limited to floods, fires. storms, or other acts of God, by war or act of public enemy (or civil disturbanecl. strikes, lock -out,. shortages of labor or row ruaterialS and supplies (including fuel') or production facilities, n;msportation service or equipment shortages or failures, action of arts governmental authority or other conditions beyond tie Seller's reasonable control. 9. SHiPMENT COSTS. Unless otherwise specified on the Seller's invoicing docurent, all transportation charge::. including, but riot limited to, carriers charges for notification prior to deliver. denmrraee caused by i3uyer, delay in unloading, diversion, or reconsignment will he paid by the Buyer. 1f1• 'PR,•CNsI'ORT RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at life F.O.B. point idcniifiod ou the Sealer's invoicing document, On receipt of title. the Buyer is [lien responsible for proper protection of Products an,] compliance with all regulations an,] ordinance, and will indemur,fp the Selieragainst all claims for personal injuries or property damage arising from the storage, use ofhandling, of such Products. Claims for danwge for shortage iu transit must be made by the Buyer against the. Carrier, The Buyer has the responsibility to inspect shipnimnt before or during u nloariing_ to identify any such damage or shortage and see that appropriate- notation is made on the delivery tickets or an inslxetion report furnished by life local agent of the carrici in order to Support it claim. H. WARRANTY. 'I be Seller warrants only that it will convey good title to the product and that, :it the tittle of Shipment, the product twill conti?fm to tilt: Published specifications of the Seller. Seller's specifications are sub to change at any lime Without notice in Butler. NO oTm.R WARRANTY OF ANY" KIND. 1 PRESSED OR IMPLIED. IS ,41ADE BY SELf..E.R. INCLUDING ANY IMiPLIED WARRANTIES OF MERCHANTABILITY OR PI NESS POR A PARTICU- LAR PL,'RPOSE. Failure of the Buyer ,lithing thirty (.30) days after receipt of the Product delivered hereunder to rive notice that such product is not as so warranted shall be an unqualified acceptance ol' such product and if wauvcrof all claim> with respcet thereto. LL the lent of zi :i „lluw.d breach heicr,t be tit: Sutler, the aolc amw(ty m iiikrblc to file• But -er vn acer ur.t Of rot defect in ?etc pro duo lie limited 1v the rep].aeo- men( of such dcCccliy„ product by the Seller. fn life :egad the remedy provided herein shad] be dxmed t" hare. failed its cs.0 :naiad parpo then the lluycr shall be eutitletl onle to a refund of the anroumi paid to rile, Seller for such defective Product. 12. LIMITATION OF LIABILITY, THE BUYER SHALL. NO']' BE ENTiTLED TO RECOVER FROM SELLER INCiI EVIAL OR CONSE01 DANIAGES OK EXPENSES. INC.:LUDiNG. BG'f NC)T L.lbll "hf ;D'L'O, "fllf ;)Sfd (NCURRFD ON AC'Ct }UNT Of" I llL QC1'AL_i'1'Y' OR ANVAIN''1't)F PRODUCT DELI I :PED OR THE NON-DELIVERY Oda PRODL'VT. The Bugcr as sumes all risks and liability for:mv d<,magc u, ir,^rsuW or ptapeny resulting from the file of the product delivered hereunder in manufacturing processes of the Buyer or in combination with ether suhstences or otherwise. 13. PATENTS. The Seller agrees to defend and Irotecl the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with tlue Seller's manufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given tin opportunity to defend. 14. SECURITY INTEREST. The Buyer hereby eranis to the Seller and the Seller hereby retains it Security interest in all Product, furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements find other document, as Seller may determine to be necussai y to perfect such security interest. 15. GOVERNING LAW. Any agicenicnt based on the acceptance fit t1w offer shall be construct in aecordancer with and governed by the Laws of the State of Kansan provided that delivery terms shall be governed by INCOTERMS as published by the htcrnatioinad Chamber of Cirmmcrcc. 16. A,iSiGNABIL['hY. Any agreern,eut based on the acceptance of this offer shall not be assignable by the Buyci without the prior written consent of the Seller and any- lfurported a,dignment without such eonsent shall be void. 17. ENTIRF AGREEMENT. if accepu;d, this offer and the term, on the Sellers invoicing doeumecnt constitute life ,ntnc'Z,gteenun, of ,ulc and purchase of the produ'cl named herein. _:No modiliciitiim of this Agreement shall be of any force or effort unless in writing and signed by the p cries sought to he bound thcrelm and mo mollification shall be effected by the acknowledgment or acceptance of purchase order forms containing difienra leans orecmditions. i 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 277043 ATLANTA, GA 30384 -7043 48- 1047632 NET 60 DAYS 1/20/2009 70312772 SOLD TO: 462129 C54512 SHIP To: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET CARME1 IN WESTFIELD, IN 46074 UNITED OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10995- AUGUSTROBBENSSONS 01/20/09 W0904E 321072 321072 SO CARRIER RAIL 1 TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY SHIPPING POINT .DEL IVERED T_RUC_K 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 24.5400 TN 84.89 2,083.20 SUMM ARY:_ PRODUCT 2,083.20 FREIGHT FUEL SUBTOTAL 2,083.20 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,080.0000 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 2,083.20 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE US (Terns and Conditions of Sale are also available at vvww.nasalt.com). IN US DOLLARS THIRMS AND CONDITIONS OF SALE L OFFER. No terms stated by Buyer in its hid, Purchase Order, acknoyvlyd;mctt, or other form .shall be hinding ulton the Stiller except as expressly iwtecd in writing by the Seller. Buy er is hereby notified of the Seller's abjection ro and rejection of tiny additional or different terois in f3uper'.s bid, Purchase Order, acknoWiedgureni, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY 1.1,N1TTED TO ACCEPTANCE E UPON fill✓ 1'EiRMS AND CONDi1TONS CO:NT:AiNF,D TTFREIN. 2. PAVN'IEN'T. Buyer ogces to make payri at Seller's location and at tile time specified on the Seller's invoicing document in lawful money of rile U.S. The Seller miry, in its ole jud <�nient, require such other payment [slims as it deems appropriate, including full ix partiail payment in dvaoce ot�sliipt eni br by letter of credit. 3. I AST DUh AC'COUNT;S. A Blanco charge; of the lesser of 1.517 per ruonth t l b i APR) or the highest rate permitted by lane will be assessed on all pact flue accounts. Interest ohrnged on a pastduc invoice will be assessed from the date of the invoice. d. PRICES. EXCEPT AS OTHERWISE SP1iCIFIED IN THIS OFFER, PRICES ARE SUBJE( :'T' TO CHAN :lE WITHOUT NOTICE. ORDERS WILL HE INVOICED. i? :NLESS OT1IERWISE SPECIFIED IN THIS OFFER, AT Ti (E SELLFWS PR ills IN EFi I3CT ON T HE SCI IMULED F.-MT, OF SHIPMENT. llricei on the invoicing document are let of all applicable discounts and promotional alloevarwe,. Any questions by the huycr, about the hasis or accuracy of this pricing must be Submitted to the seller in writinj! within 60 days itf the date of the invoice. S. CANCELLATION AND MODIFICATION. Orders may be canceled by Buyer only upon (I) written or oral notice to the Seller suhsequendy accepted in w�ritine by llw.SCllel' and f2) payment to the Seller of reasonable c;nicellarion charges to be solely deterntined by tite Scller. 6, CREDIT. Credit paenaent tcnns nnt,t have the prior approval of the Seller's Credit Department and mint be specified irl on life Scllcr' invoicing (i if :at any ileac Buyer's financial responsihllily b<cenne•s impaired or un,atistactoty to the Seller. Scfic r re, (fie ril!.ltt io top ;liipment, tin rnrtnic;nioo to Buyer and to demand pay'rnent in advance or at the tittle of delivery for future: deliveries or to require other security ausfacrary to the Seller, and in the absence thereof, to cancel, without liability, the unfilled portion of this contract. 7. 'CARES. Any tax or other governmental charge now or hereafter levied upon product ion, severance, manufacture. delivery, storage. consumption, sale. use or shipment of Products ordered or sold will be charged to mid paid by the Guyer. Such luxes are not covered in the Seller's price. H. DELAYS. All orlcrs are accepted subject to the Seller's ability to make delivery at tile time and in the quantities specified. and the Seller shall not be liable for diu ifteos for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable. for any added expenses incurred by the Seller because of Buyer'_, delay in furnishim requested information ro the Seller. delays resulting frour order change:, by the Buyer, or delay in unloading shipments at delivery point that are the fault of Buyer. The Seller shall not he liable for delays or defaults in delivery caused by forces beyond its control including but not limited to food fires, storms, or other act. of Goal. by war or act cif public eneany (or civil disturbance). strikes, lock -outs, shoitages of labor or raw materials and sapplics tincluding fuel) or production facilities, transportation service or equipment Shrntages of tnilures, ,action of any gosenimeutal authority or other conditions hevond the Seller's reasonable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charac:s, includin_ but riot limited to, carrier's charges for notification prior to deliver. denunraga caused by Buyer, delay in uulciacling, diversion. or recon ;ignnienf will be paid by hoes Buyer. 10. TRANSPORT RISKS AND CLAIMS. Risk of loss find title to Products translers to die Buyer upon delkery it lire F.O.B. Point identifier) on the Seller's invoicing document On receipt cif tide, the Buyer is then responsible for proper protection of Moduc•rs and compliance with all rcg lati tins and ordinances and will indemnify the Scaler against all claims for personal injuries or property damage arising front the storage, use of handling if]' such Products. Clainns for dania x or shortage in transit must he made by the Buyer' against the Carrier. The Buyer has the responsibility to inspect Shipments Mote or during unloaffun; to ids :nbfy tiny such damage or shortage and see that appropriate notation is made on the delivery tickets or tin inspection report furnished by the local agent of tfic carrier in order t support a churn. 11. WARRANTV.'I he Seller warrants only that it will convey good title to the product and that, fit the tines ol'shipment, the product will CiAlf0i'ni to the published spcx;ifiruion. of the. Seller: Seller's specifications are subject to change at any little without notice to Buyer. NO OTHER w'.ARRANTY OF ANY KIND. EXPRESSU) OR 1.MIT11 ;0" IS NIADF BY SELLER, INCLUDING ANY (N1PLII :D'WARRANTIES OF MERCHANTABILITY OR FI T NF.SS FOR A PARTiCU- LAR PftRP(')SE Failure of the Buyer withing thirty 1301 days after receipt of the Product delivered hereunder to'ke uolice that such poxhict is not as ao warrautcd shall be an unqualified acceptance of such product and a %vmvci of all claims with respect thereto. Ill the .:ee•nt of an .dlc,cd hrr.ac h h roof by the Scllcr, the ,oh; remedy available to the Buycr on account od xiy detect fit )arc pr duct shat] he himl: d to the repl- ce- ni ill if gwll defective product by the Sellcc in the eNci l the remedy pnn°ided herein shall be deemed to h:a%c, failed it:, ssenti,Q purlioSe. anen the f3uyi;r shall be entitled ante to a refund of the amuunt, paid to the Scllcr for such dckctive I'rrxluca. 12. Lit1CCA'CION OF LIABILITY. 'fHE BUYER ,SHALL. NO'T BE ENTITY ED TO RECOVER FROM SELLER IN II) NT:Ai,_ OR CONSEQUENTT.Af... DAMAGES OR EXPENSES. INCLUDING. 131; T NOT I.i\ll TED T), T INCURRED ON ACC:O'NT' OF THE Ol'A.1_fTY OR AA9OUN f OF PRODUCT I)YUNI E_RED OR THE NON DELI VERY OF PRODI?CT. The Buyer assumes all risk, anal liability for any damar;c to p. non: or p iolerty rsedtiny frotn the stir of the product delivered hereunder in manufac'wring processes of the Buyer or in combination with other sub'tauces or other wise. 13. PATENTS. The Scllcr agrees to defend and pioleet the Buyer against loss or damage arising out of legal action for direct patent infriugcment it) connection with the Seller's tnanuhat;ture of Product, provided the Seller is notified promptly of any such action With cotuplete information tad is given nn opportunity to defend. 141 SECI=RITY iN EREST. The Buyer hereby grant? to the Sttler and the Seiler heeby retains a security interest in ail Products furnished by the Seller and the proceeds thereof. until the purchase price therefore is fully paid. Buyer agrees to execute such financing staterrients and other documents as Seller may deurruine to he necessary to perfect sash security interest. 1 GOVERNINC LAW. Any agiecruenr based on the acceptance of this offer shall be construed in accordance with and povcrned by the laws of the State- of Kansas Cha prnvidad r delivery tenons shall be governed by i.NCt :)TERb1S as published by the International Chamber of Commerce. 16. ASSIGNABILI Any tole rnent based on the acceptance of this offer shall not be assignable by the Buy-cr without life prior written consent of the Seller and any purpoitcd assignment without such nougat shall be void, 17. ENTIRE AG REEMENT If accepted, this offen and the terms on the Seller's invoicing document constitute the entire tlsae!uem of sale and purchase of the product named herein. No modification of this Agreement shall be of any force or cU ort unless in writing and sieflM by the pure. sought to he bound thereby, and no modification shall he effected by the acknowledsuent or acceptance of purchase order fortis conuuning different terms or conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, 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 1/23/2009 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 1/23/2009 70309137 $2,266.56 �1 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 084285 WARRANT ALLOWED 58765 IN SUM OF NORTH AMERICAN SALT�Q� a PO BOX 277043 J N ATLANTA, GA 30384 ell N Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code 7L'5LctI3 C�>•1�1 6�� a17�. 70309137 01- 6180 -03 $2,266.56 Z�3aZ�gC� •�c1�D•C�� I�ic�C�� 1 g�GC �b�o�q,g� c� •l�l gb• a og��: 10367535 et l.t�.63 tq, l 7b�tc��1 ti!•l�1 SdoS Voucher Total' Cost distribution ledger classification if claim paid under vehicle highway fund North American Salt C ompany A/A Compass Minerals Company INVOICE Page 1 of 1 PLEASE REMIT T0: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER Po. B N A X 277043 GA 30384 -7043 48- 1047632 NET 60 DAYS 1/23/2009 70315535 TLA SOLD To: 462129 C54512 SHIP T o: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131 ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 CARMEL IN 46033 UNITED STATES OF AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10919 SMOKEYMOUNTAINCOAL 01/23/09 W0904W 323993 323993 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. 7 IFREIGHTTERMS- .TERRITORY 76599._ SHIPPI POI NT DELIVE TRUCK I B 22 TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 22.7500 TN 84.89 1,931.25 _____SUMMARY PRODUCT 1,931.25 FREIGHT FUEL SUBTOTAL 1,931.25 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 45,500.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 THANK YOU FOR YOUR ORDER PLEASE PAY WE APPRECIATE YOUR BUSINESS IN US DOLLARS US 1,931.25 This Sale of Goods is subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE U$ (Terms and Conditions of Sale are also available at www.nasalt.com). IN US DOLLARS TERMS AND CONDITIONS OF SALE 1. OFFER, No wrens stated by Buyer in its bid, Purchase Order, acknowledgment, 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, acknowled meni, or other forms. T'HE SELLER S PROPOSAL IS EXPRESSLY LUMITED TO ACCEPTANCE UPON THE TERMS AND CONDITIONS CONTAINED HERELIV. 2. PAN 1IFNT. Bt agrees to make _pavinent arSeller's locakion and at the thnc specified on the Scller' ;.inaoicingjd< ;rumen[ in lawful nunaey.of the hats. !lie Scller rriry, in its.sole Judgment, rcquirr.suclt ulhcr.payment trains aS.it ddenlS appropriatc, including.it4l or.piutial.payuaent in.advanec bl' ihiptucni or, by -leuer of clectit. 3. PAST DUF. ACCOUNTS; A finance charge <if the lesser of 1.5% per month (IS";, APR) or the highest me permitted by law Will he assessed on all past due accounts. huerest Charged on a past due; invoice will be assessed from the date of the invoice. d, PRICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS OFFER. PRIC'1 ;S ARE SUBJI' CT TO CHANGE WITiIOUT N nu. ORDERS WILL BE INVOICED. UNLESS OTHERWISE SPI C IFTED IN THIS OFFER, AT I Hi. SELLER'S PRWF IN EFPISCT ON '1141 SCIrIF DULE:D D. -II OF SHIPMENT. NT. prices on the invoicing[ document are net of all applicable discounts and promotional allowances. Any queuionS by the buyer, about the hasis or accuracy of this pricing must be submitted to the Seller in writing within 60 days of the date of the invoice. S. CANCELLATION AND MODIFiCAI ION. Orders may be canceled by Buyer only upon (1) written or oral notice to the Seller subsequently accepted in writing by the Scller and (2) Payment to the Seller of reasonable cancellation charges to he solely detcl by the Scller. 6, CRLIAT. C'.rec1't payment terms mu,i have the prior approval of the Scll�r's Cwdil Departmenr and must be spceiffcd in Writing on the Seller's invoicing documcmt. If at an; time Buyer's.tinancia1 reslmnsihility heccnnes iurpaired or unsausfactory to the Seller, Seller reserves tilt- right to stop shipment, un notification to Buyer a to demand'i.�a, nrcnt in advance. or Lit the time of delivery for fuitire deliveries or to require other security sau.sfactoii to the Seller, and in the absence thereof; to cancel. Without liability, tire. unfilled portion of this contract. 7. TAXES. Any tau or other governmental charge now ar hereafter levied upon production, severance, rnanu fact tire, de livery, storage. consumption. sale, use or shipment o1'Products ordered or sold Will he charged to and paid by the Buyer. Stich [totes acre not covered in the Seller's price. A. 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 hr liable for damai�c•s for failure to make partial or complete shipment or for the delay in making shipments. The Buyer shall he liable: for env added expenses incttrr;d by the Seller Lccuusc of Buyer', delay in furnishing requested information to the Seller, delays resulting from order charges by the Buyer, ordelay in unloading shipments at detivery point that are the fault of Buyer. The Seller shall not he liable. for delays or defaults in delivery caused by forces beyond its control including but not limited to floods. fires. storms. or other acts of God, by war or aet of public enemy (or civil disturbance'). strikes, lock -outs, .shoiuuges of labor or raw materials and supplies !including fuel) or production facilities, transportation service or equipment shortages do fiulums, action of any governmental authority or other conditions beyond the Seller's reasonable control. SHiPRiENT COSTS. Unless otherwise specified on the Seller's invoicing document, all trnspeutation charges. iticludin_ but riot limited to, carrier's charges for notification prior to deliver, demuivage caused by Buyer, delay in unloading, diversion, or recont ignrucnt will he paid by tilt- Buyer, 111. TRANSI'OKr RISKS AND CLAIMS. Risk of loss and title to Products transfers to the Buyer upon delivery at the P.O.B, point identified oft the Seller's invoicing doc.mnent. On receipt of title-. the Buyer is then responsible. for proper Protection of Pioduc•is and compliance Willi all regulations and ordinances and will indemnify the Seller ogain,t all claims for personal injuries or property damage arising it dre sroritge, use oi'hindling ol'such Products. Claims for damage or shortage in transit must be niadc, by (Ire Buyer against the Carrier. The Buyer has the responsihiJity to inspect shipments before or during unloading to identify any Such damage or Shorage and see rhal appropriate notation is mode on the delwery tickets or an inspection report furnished by the local agent of the carrier in order to Support a claim. It. WARRANTY. The Seller Warrants only that it will convey good title to the product and that, at the tittle of shipment, the product will cimfirrnr to the published specifications of the ScIlcr. Seller's specifications are subject to change at am time without notice to Buyer. NO OTHER WARRANTY OF ANY KIND. EXPRL.SSED OR IMPL.ILD. IS tii.ADE BY SE'LLLR, INCLUDING ANY IMPLIED NVARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTiCU- I.AR PURPOSE failure of rile Bir „r withnat_ thirty 130) dsy,s after receipt of the Product delivered hereunder t( giro nolicc thin :uch product i, not as ,o warramed Shall N' ,fl unqualified acceptance of such product and a Waiver of alt efainIS With respect 111CM0 In the rant of an ullc,ed breach hereof by the Scller, lire side rrmudv a� ailahle. to the Buyer on account of any defect in tiro produc( shall he limited lo the replacc- menl of such defccm product by the Seller. to the event the remedy prodded herein shall be deemed to have failed its eSsential purpose. the,[ the Buyer shall he cntlti"d only to a odor „I of dm xmnu :us paid to the Sellei for such &Lcti e 1 12, LLY11'LATION OF LIABILITY. TIIF BUYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CO\SLQUFNIIAL. DANIAGES OR EXPENSES. iNCLUDiNG, BUT NOT LIMITED TO, THOSE INCURRED ON ACCOUNT OF TI I QUALITY OR AMOUN f Oar PRODUCT DEI-I FREE) OR THE NON-DELIVERY OE' PRODUCT. '['lie Buyer assurnes all risks and liability lax any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. RVFEN7'S. The Scller agrees to defend and protect the Buyer a;ainsi loss or damage arising out of legal action tin direct patent infringement in connection with the Seller's tnamufacture of Product, provided the Seller is notified promptly of any such action with complete information and is given an opportunity tit defend. 14. S'1,CURi1'Y INTEREST. llte Butci hcrchy' t to the Seller and the Scller hereby retains a security interest in all Products furnished by the Seller and thQ ,roc, :ccls thereof. until '110, porchasc price therefore is fully paid, Buyer agrees to execute such financing statements and other documents as Scller may determiuc to tic-, necessary to pericc;t such security interest. I5. GOVERNING LAW. Any agiecnwnt based on the acceptance of this offer shall be construed in accordance with and governed by the Laws of the State- of Ka i,it provided that deliver terms shall he govenred by 1NCOTERNIS as puhlished by the International Chamber of Cinnmerce. 16. ASSIGNAB11,111”. Anv agreemcm batted on the ucceptawa; of this offer shall not he assignable by the Buyer without the prior written consent of the Seller end any purported assigrmicni without such consent shalt be void. 17, F:Nl7RE AGREEAIENT. If accepted, this offer and the terms on the Seller's invoicing document constitute the entire`agreenrcm al Bali• and purchase of the product named herein. No modilicntiou 6l'this .Agreement shall be of any force or effort unless in Writing and signed by the p Inns sought to he hound thereby, and no modification shall he efTeeted by the acknowledgment or acceptance of purchase order forms containing different ter'n3 or couditiins, A/ North American Salt Company A Compass Minerals Company INVOICE s Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 277043 48- 1047632 NET 60 DAYS 1/23/2009 70315534 ATLANTA, GA A 30384 -7043 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED L IN 460 UNIT STATES OF F AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10919- SMOKEYMOUNTAINCOAL 01/23/09 W0904E 323991 323991 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 SHIPPING POINT ,DELIVERED TRUCK B22_ TAX STATUS TAX ID RELEASE SALES REP EXEMPT 0031201550 1 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.1400 TN 84.89 2,049.24 SU PRODUCT 2,049.24. FREIGHT FUEL SUBTOTAL 2,049.24 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 48,280.0000 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 2,049.24 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 TERNIS AND CONDITIONS OF SALE 1. OFFER. No terms stated by Buyer in its bid. Purchase Order. acknowledgment. or outer form shall be binding 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, acknowledgment, or other forms. THE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCT PTANCii UPON THE TERMS AND CONDrTIONS CONTAINED HEREIN. 2. 1?_` YNIF.NT. Buyer agrees to make paymenhat Seller's iocation and at the•tinte specified on the;Seller's invoicing .dgcuniemiin lawful mores of the U :S.Mic Seiler mar in tts ale judgment, requite such payuicnt terms as it dceits approPriijte. including Tull'or partial pa}tuent in advance of shipment or by letter of: ci,ahi. 3. PAST llt "E ACCOUN'T'S. A rtmuice cha crge of the lesser of 1.5% per month (1 S ib APR) of the hiehcst rate permitted by law will be assessed on all past due accounts. interest charged oil it past due invoice will be asscsscd from the (hate of the invoice. 4. PRICES. EXCEPT AS O'HIERWISF SPECIFIED IN THIS OFFER. PRICES ARF.' SUBJECT TO CHANGE WITFfour NOTICE. ORDERS WILL BE INVOICED. UNLESS OTHEIMSE SPECIFIED TN PHIS OFFER, .A'i" PFIE SELLER'S PRICE IN ETFECT ON THE SCI II:DUTA-1) DArI' OF SIMINIENT. Prices on the invoicing document arc net of all applicable discounts and promotional allowances. Any quesliuns by the buyer, about th( basis or accumc•v of this pricing must be subruitted to the Setter tit writing within 60 days of the (]tire of the invoice. S. CANC ELL V170N AND R1ODiFICATION. Orders may be canceled by Buyer only upon ('1) written or oral notice to the Seller subsequently accepted in writing by die Seller and (2) payment to the .Seller of reasonable cancellation charges to be solely determined by the Salter, 6. CRi•:Url'. Credit payment term, must hove the prior approval of the Seller's Credit Department and must he specified ill wririm on the Seller'.( im"ieing dtcurnam, if at any time Buyer., financial responsibility becomes impaired or unsatis @wtory to the Seller, Se Ilcr reserve.. the nghr lo stop shipment. rw nulil7c.rdr�u.tu Buyer and to demand payment in advance or at the time of delivery for future deliveries or to require other security satisfactory to the Seller, and in the ahsencc thereof, to cancel, without liability, the unfilled portion of this Contract. 7. "G1XES. Any tax or other governnhenral charge flow or hereafter levied upon production, severance, manufacture, delivery, storage, consumption. sale, use or shipment of Pralucts ordered or sold will be charged In and paid by the Buyer. Such taxes are not covered in the Seller's price. 8. DELAYS. All ordeis are accepted subject to the Seller 's ability to snake delivery at the time and in the quantilies specified, find the Seiler shall not be liable for damages for failure to make partial fir complete shipment irr for the delay in making shipments. The Buyer shall be liable, for any added expenses incurred by the Seller becvuse tit' Buyer's dc9ay in furnishing requested inforruuion to the Seller. delays resulting Cram order changes by the Buyer, or delay iu unloading shipments ai delivery point that are the fault of Buyer. The Seller :hall not be liable for delays or defaults in delivery caused by forces beyond its control including hilt not liirllted fo floo(N, fires. storms. or other acts of (good, by war or act id public enemy (or civil disturbance). strikes, lock calls. shorta of labor or raw materials and supplies (including fuel) or production facilities, transportation .service or equipment shortages or failures. action of any governmental authority of other conditions heyond the Scllcr's reasonable control. 9. SHIPMENT COSTS. Unless otherwise Specified on the Seller's invoicing document• all transportation charges, including, bill not limited to. carrier': charges for notification prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsigmuent will be paid by the Buyer. 10. TRANSPORT RISKS AND CLAiMS. Risk of lost and title to Products transfers to the Buyer upon delivery at the F.O.B. point identified on the Seller's invoicing document. On receipt of title. the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances kind will indemnify the Seller against all claims for personal in ttrics or property damage arising from the storage, use of handling of such Pioducts. Claims for damage or shortage in tian it must be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloadinw to identify- any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the Gamer in order to support a clairn. 11. WARRANTY. The Selicr warrants only that it will convey gourd title to the product and that. at the time of shipment, the product will conform to the published specifications o1' the Seller. Seller's specifications are sul>jecl to change at any fine wilhotu notice. to Buyer. NO OTHER \VARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. IS MADE BY SELLER, INCLUDING ANTY INLPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICO- LAR PI 'RPOSE. F'ailurc of the Buyer wrhing thirty (30) day., afren receipt of the Product delivered hereunder to give notice that such product is not i s so wnrrnted sh:dl be an unqualified acceptance of iich product and a waiter of all claim` with respect thereto. In the event of art alleged hiench hereof by the Se11er, the sole remedy availablu to the Banter on account of any defect in the product shall be limited to the replace- ment of such defective product by the Seller. In the: event the remedy provided herein shall be deerned to have, failed ili essontial purpose, then the Buyer shall be entitled only to a refund of the amounts paid to the Seller for such defective Pnxluct. 12. LiMITATION OF LIABILITY. THE BUYER SHALE., NOT BE ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR CONSFQI.JfiNTIAI, DAMACiE:S OR EXPENSES, INCLUDING, BUT NOT LIMITED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR ANIOUNT OF PRODUCT DELIVERF0 OR "fF{E NON- DELI VERY OF PRODUCT.'Tlie Buyer assunics all risks and liability for any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing prex:esses of the Buyer or in combination with other subslances or otherwise. 13. PATENTS. The Seller agrees to defend and protect the Buyer against loss or damage arising out of legal action for direct patent infringement in connection with ha Seller'> nr<umfaemre of Product, provided the Seller is notified pr raptly of any such action with complete infatuation and is given an opportunity to defend. 14. SECURITY INTEREST. 'i e Buser hereby grants to the Seller and the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds rhercof, until the purchase price therefore is fully paid. Buyer agrees to execute such financing statements and other doctmtcuts as Seller may delermine to be nmcs <are to periett such security interest. 1 .5. GOVERNING LAW. riny agreement based on the acceptance of this offer shall be construed in accordance with and go verned by the Laws of the Still, of Kansas provided that delivery terms shall be governed by INCOTER.MS as published by the international Ch :nnher of Commerce. 16. ASSIGNABii_ITY. Any ago cnient based on the ac•cepumcc of this offer ,hall not be assignable by the Buyer without the prior written consent of the Seller and any purported assigmnrnt wilhuut such consent .shall be.void. 17. P:N'Tlltli AGRi,C;N'!F7 V'1'. if accepted, this offer aud'the tents on the Seller's iuvnicrng docgntent constitute the entire agreement of sale and purchase of the product named heiehi. No modification of this Agreement .hall be of any force or effort uuless it) writing and signed by the parlics sought to be bound thereby, and no modification shall he effected by the acknowledgment Or acceptance od' purchase order lorms containing different terms or conditions. North American Salt Company A Compass Minerals Company INVOICE s Page 1 of 1 PLEASE REMIT TO: FEDERAL ID PAYMENT TERMS INVOICE DATE INVOICE NUMBER P.O. BOX 48- 1047632 NET 60 DAYS 1/23/2009 70315533 SOLD TO: 462129/C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED L IN 460 UNIT STATES OF F AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10919 SMOKEYMOUNTAINCOAL 01/23/09 W0905W 323990 323990 SO CARRIER RAIL /TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599_ SHIPPING POINT DELIVERED TRUCK I B22 TAX STATUS TAX ID FFC9 SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY I UOM I UNIT PRICE I EXTENDED PRICE 7517 BULK COARSE LA SALT Y 24.5900 TN 84.89 2,087.45 SUMMARY: PRODUCT 2,087.45. FREIGHT FUEL SUBTOTAL 2,087.45 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 49,180.0000 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 2,087.45 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 T ERNIS AND CONDITIONS OF SALE. 1. OFF'E'R. No touts slated by Buyer in its bid, Purchase Order, acknowledgment. its other form shall he binding upon the Seller except as expressly agrees] in writing bV the Seller. Bever ie hereby notified of the Seller's objection u? and rejection of any additional or different terms in Buyer's bid, Purchase Order, a cknowled,inent, or other forms. 'IHE SELLER'S PROPOSAL IS EXPRESSLY LIMITED TO .ACCI3PT'ANCE UPON THE "PERMS AND C'O\DITIONS CON uui .L FIL'REIN. 2. PA.1 NiIsNT: Buvei agrees to make paynnenP at Seller's location and t the lime specific i n the Seller's invoicing document in lawful money of the U S, The Seller utay, in its sole lud;;mem. require such other Payment terms as it dccm.'appropriale; including flli of pnrtiail I tvr t nt ern ahanc U shrpniienr or by Idtter of ciedii. 3. PAwP DUi3 ACCOUNTS. A Finance charge of the lesser of 1.5% per month (18% APR) its the highest rate pennifted by lath will be assessed on all past due accounts. Interest c•hari cd on a past due invoice will be asses W from the date• of the invoice,. 4. PRICES. EXCEPT AS OTHERWISF, SPECII'1ED iN TI -115 OFFER. PRICES ARE SUB] EC71' TO CHANGE WITHOli1' NOTICE. ORDERS WILL BE IN' VOICED, t iN LESS OTIIERWISE SPECIFIED IN THIS OF FE AI' TILL- SE LLR'S PRICE IN EFFECT ON THE SCHEDULED DATE OF SHIPMLNT. Prices on the invoicing document are net of all applicable discounts and pronutioua allowances, Any questions by the buyer, about the. basis of accuracy of this pricing must be submitied to the seller in writing within GO days of the (lute of the invoice. 5. CANCIiLLATTON AND I IOI)i.FiC:ATiON. Orders may be canceled by Buvcr only upon (1) written or and notice to the Seller subsuluenlly accepted in writing by the Scilcr and (2) payment to the Seller of reasonable cancellation charges to he solely determined by the Seller. CRICi1I'P. C:cedit parymeni unins must have the prior approved of the Seller's Credit Department and must he specified in writing on the Seller's invoicing d +cuvnent.It at any time. Buyer's financial rrsponslbilnt becomes. impaired or unsatisfactory to the Seller, Seller resew -es the right to stop +hiPmant. oil nolifiealiun to Buyer and to demand payment in advance or at the time of delivery for future deliveries tan to require other security satisfactory to the Seller, and in the absence lhcivot. to cancel. without liability, tine unfilled portion of this contract. 7. TAXES. Any tax or other governmental charge now or hereafter levied upon production, sevenncc, manufacture, delivery, storage, consumption. sale, use or 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:. R. DELAYS. All orders are accepted subject to the Selle(s ability to snake delivery at the time and in the quantities specified, and the Seller shall not be liable for damages for fsihne to make partial or complete shipment or for the delay in making shipments. The Buyer shall be liable fix any added expenses incurred by the Seller because of Buyer's delay in furnishing requested information no the Seller. delays resuldnl; from order changes by the Buyer, or delay fu unloading shipments at delivery point that are the fa of Buyer. The Seller .hall not be liable for delays or defaults in delivery caused by forces heyond its control including but not hmited to floods, fires. storms. or other acts of God, by war or act el public enemy (or civil disturbance). strikes, lock -outs, shortages of labor or raw materials and supplies (including fusel) or production facilities, transportation service or equipment shortages or failures, action of any governmental authority or either conditions beyond the Seller'; mo4xiable control. 9. SHIPMENT COSTS. Unless otherwise specified on the Seller's invoicing document, all transportation charges, including, but tit)( limited to. carrier's charges for notification Prior to deliver, demurrage caused by Buyer, delay in unloading, diversion, or reconsignment will be paid by the Buyer. 10. TRANSPORT RISKS AND C LAiNIS. Risk of loss and title tit Products transfer. to the Buyer upon delivery at the F.O.E. point identified on the Seiler', invoicing document. On receipt of title, the Buyer is then responsible for proper protection of Products and compliance with all regulations and ordinances and will indemnify the Seller against all claims for personal injuries or property damage arising from the stontge, use of handling of such Ptnducts. Claims for damage or shortage in transit nmst be made by the Buyer against the Carrier. The Buyer has the responsibility to inspect shipments before or during unloading it) identify any such damage or shortage and 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 claim. 11. %VARRAN'TY. The Seller warrants only that it will convey good title to the product and that, in the time of shipment, the product will conform to the published specification, of the Seller. Seller's specifications arc subject to change at any time without notice to Buyer. NO oniER WARRANTY OF ANY KIND, LXPRF'.SSED OR IMPLIED, IS MADE BY SELLER, INCLUDINGANi' IMPLIED WARRANTIES OF MERCHANTABiLITY OR FITNESS FOR A PARTICU- LAR PURPOSE. Failure of the Buyer witting thirty (30) days after receipt of the Product delivered hereunder to give notice that such product is not as so warranted shall he an imquidif ied acceptance of such product and a waiver of i li clainna with respect thereto. In the crt :nl of an allege(( hrcach hereof by the Seller, the sole remedy available to the Buyer on account of an defect in Ole product shall he limited ro the replace- ment of such defective product by the Seiler. In the cunt the remedy provided herein shall be deemed to have failed its essemtitd purpose. Ihen the Buyer shall he entitled only to it refund of the amounts paid to the Seller 1'or such defective Product. 12. LIMITATION 01; LIARiIi,IT'Y. THI" BUYER SH.AL.L NOT BL: ENTITLED TO RECOVER FROM SELLER INCIDENTAL OR COINSE.QUENTiAL DAidAGES OR fAPI NSES, INCLUDING, BUT NOT LIMI'T'ED TO. THOSE INCURRED ON ACCOUNT OF THE QUALITY OR AMOUNT OF PRODUCT DF..LIVLRED OR THE NONAX[}LIVERY OF PRODUCT. T1ne Buyer assuunes all risks and liability fix any damage to persons or property resulting from the use of the product delivered hereunder in manufacturing processes of the Buyer or in combination with other substances or otherwise. 13. PATENTS. The Seller agree to defend and protect the Buyer against loss or dauttge arising out of legal action for direct patent infringement in connection will) the Seller'; nnanufacnirt of Produei, provided the Seller is notified promptly of tiny such action with complete information and is given an opporttmity to (lefenct. 14. titxu INTEREST. Tile Buyer hereby grants to the Seller ;end the Seller hereby retains a security interest in all Products furnished by the Seller and the proceeds t1wreot, until the purcha §e price therafoic• is fully paid. Buyer agrees to execute such financing statements and other documents as Seller may determine to be uecrssary to periecr such security interest. 15. GOVERNING LAW Any a�rccmcnt based on the acceptance of this offer shall he construed in accordance with and governed by the Laws of the State of Kansas provided that delivery teri ki shall he governed by INCOTF RNIS as published by the. International Chamber of Commerce. Lb. ASSIGNABiL.ITI'. Any aga ment based on the acceptance of this offer shall not fn assignable by the Buyer without the prior written consent of the Seller and any purported assigmnent without such consent shall he void. 17. ENTIRE, AGREEMENT. If accepted, this offer and the terms on the Seller's invoicing document constitine the entire agreenneut of sale and purchase of the product, named herein. :No tuculili�iniou of this Agreennent shall be of ray force or effort unless in writing' and signed by One parties sought to be bound Orcieby, and no modification shall he effected by the acknowledgment or acceptance of purchase order forms containing 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 277043 48- 1047632 NET 60 DAYS 1/23/2009 70315530 ATLANTA, GA 30384 -7043 SOLD TO: 462129 C54512 SHIP TO: 505808 CS54514 CARMEL UTILITIES CARMEL UTILITIES 3450 W. 131ST STREET 5484 E. 126TH STREET WESTFIELD, IN 46074 UNITED L IN 460 UNIT STATES OF F AMERICA SHIPPED FROM DATE SHIPPED CUSTOMER PO BILL OF LADING ORDER NUMBER ORDER TYPE 10919 SMOKEYMOUNTAINCOAL 01/23/09 W0905E 323977 323977 SO CARRIER RAIL I TRUCK EQUIPMENT TYPE F.O.B. FREIGHT TERMS TERRITORY 76599 SHIPPING POI NT .DELIVERED TRUCK B -2 TAX STATUS TAX ID 7 EASE# SALES REP EXEMPT 0031201550 B22 PRODUCT DESCRIPTION TAX QUANTITY UOM UNIT PRICE EXTENDED PRICE 7517 BULK COARSE LA SALT Y 23.5600 TN 84.89 2,000.01 SUMMARY: r `V PRODUCT 2,000.01 FREIGHT FUEL SUBTOTAL 2,000.01 STATE TAX COUNTY TAX CITY TAX MESSAGES: TOTAL WEIGHT 47,120.0000 Gross Pounds FOR BILLING INQUIRIES CALL 1- 800 743 -7258 LSale THANK YOU FOR YOUR ORDER PLEASE PAY of E APPRECIATE YOUR BUSINESS IN US DOLLARS US 2,000.01 subject to the Terms and Conditions of Sale on the reverse side of this Invoice CREDIT NOTE w US s of Sale are also available at .nasalt.com). IN US DOLLARS I TERMS AND CONDITIONS OF SALE 1. 01 No terms stated by Buyer in its bid, Purchase Order, acknowledgment, or other form shall be binding 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 tiny additional or different terms ht Buver's bid, Purchase Order, ucknowled, ;tnont, or other f rms, 'I'ITI_ SE'LLER'S PROPOSAL IS EXPRESSLY LIMITED TO ACCEPTANCE UPON THE TT''RNIS AND CONDITIONS coMLAI NrD HEREIN. 2: PAYEVIENT. 136 tries to make p :aymenTnt Seller's and tit the utne- spcctficd on the "SelleaSinvoicing,docutnem in luwlfu of the U S:'Ylte Seller may, in its sole ludgmerti, require sucli other payntent.terms as it deems appropriate. including full or yinnial_paymant in,ad.vaticc 6t.3hiptucn( or by leutr uf.- Credit. 3. R DUL ACCOUNTS, A finalise charge of die lesser of l S %r per month t ESQ. APR) or the highest race permitted by lacy will he assessed nn all past due accounu, lmercst chargeiE ors t� past due invoice will be assessed from die date of the invoice. 4. PRICES. FXC PiPT AS t.YffiERWISE SPECIFIED IN "PHIS OFFER. PRiCLS ARE SUBJEC'I TO CHANGE, WITHOUT NOTICE. ORDERS WJJ.I- BE INVOICED. D. 1 NLE SS O "fITLT�R ISIi SPECIFIED IFIl„D IN THIS OFFER, ER, AT I Hf SELLER'S PRICE IN EFFECT ON THE S(A IEDL I ED DN E Of-' SHiPNIENT. Prices on the invoicin document are net of all applicable discounts and Promotional allowances. Anv questions by the buyer, about the basis are accuracy of this pricing must bc• subirtitted to th seller in writing within 60 days of the date of the inyoice. 5. CANCELLATION AND MODWICATION. Orders may he canceled by Buyer only upon (1) written or et:af notice to the Seller subsequently accepted in writing by Ute .Seiic•r and (2) puymenr to the St:Iler of reasonable cancellation e}t::rges to be solely determined t» the .Seller. 6. CREM P. Creellt partuent Mons nnt,t have the prior approval of the Sr_Iler's wdit Dc•partiuent and must b, in writing nu the, Sellef 's invoicing docutn t t Wai any time B&,er's financial responsibilih- becomes impaired of unsi ti_1 tuoty to the Seller. Seller reserve tits right to ,top shfpmcnh on notification to Buyer and f demand payment in advance or to the tittle, of delnery for futon deliveries or to require. olher�sccunty .,ausfactrny to the Sellci; and in the: absence thereof to c nest. without, liability, the unfilled portion of this Contract 7. TAXES Anv tax or other LQmniontal charge now or hereafter levied upon production, severance, manutacture, delivery. Storage, consumption, sale. use or shipment of Products ordered of sold will be charged to and paid by the Buver. Such vexes tu'e not covered in the Sellers price. 8. VELAY'S. All c tdcr- are accepted subject to the Seller's ability to snake dclivcay at the time and in the quantities Specified. and the Seller shall not he liable for dauutgres for t;eilurc to teak.; partial are complete shipment or for the delay in making shipments. The Buyer Shall be liable for any added expenses incurrzd by the Seller t c cruse of Blivel"delt,y in furnishing requcstcd infortnntion to the Seller, delays resulting from order changes by the Buyer, or delay in unloading shipments at d "liseiv }'point that tine the fault of Buyer. The Seller shall not he liable lit delays or deliutlts in delivery caused by forces beyond its control including but not Iirnitcd to floods. fires. storms of otter act.. of God, by war or act of public enemy (or civil disturhaucc)..strikes, lock -outs. uts. shortages of labor or raw materials and supplies fuels or prn,uction facilutes, trans port, ticm service or equipment shortages or Gdlures, ;tcliott of any governmental authority or other conditions buy<ntd the Seller, cEmtrol. 9, SHIP INIENT COSTS. Uni s otherwise specified on the Seller's invoicing docurnenl, all t uispoiurtion charges. including. but not limited to, carriers charges for noti print t%,i deli%CF. tielnum ge caused by Buyer, delay it) unloading, diversion, or recon,igumenl will be paid by the Buyer. 10. TkkNSPC)RT RISKS AND CLAIMS. Risk of Ions and title to Products tnutslera to the Buyer upon delivery tit the F.O.B. plaint identified ,it the Seller's invoicing document. On receipt l ot title. the Bever is then responsible for proper protection of Ploduc•ts and compliance with all reguhuious and ordinances and will indemnify the Seller against all cJl aims for personal injuries or property damage arising Lion) the storage. use of bandling of such Pr xlucts. Claim, for damage or shorutgC'n transit must be. made by the Buver against the C:arner. The Buyer has the iesponsibility to inspect shipments before or dining unloading to identify any such d rnage or shortage and see that appropriate notation is made nn the delivery tickets or an inspection report furnished by the local agent of the carrier in order to su 6o rt a claim. 11. WARRANTY 't ire Seller wltrrtnt only that it will convey good title to the, product and that, at Ilse tittle of Shiptnetlt, this Product will confirm to the published specifienrions of the Seller. Seder's specifications tire subject to c]nutge at any liute widWut no6ev to Buver. NO OTHER NVARRrUNTY OF AVY KIND. EXPRES.SFD OR 1'%1PIAED. IS MADE. BY SEI..J.ER, INCLUDING ANY I9'TPUED WARRANTIES OF MERCH \NTABI.I.,IT Y OR Fl t NESS FOR A MRTTCU- LAR PURPOSE. Failure, of the Bit y ei %vithing Ihirty i.10t days after receipt of the Product delivered hereunder to give notice than >rich product k not as so warranted shall 1)C :in u. n n;gralili u cd (ccptanc� of tech product and a waiver of all Taints with respect thereto. In the csrnt irf an ,dlc gCd breach hcicof by the Seller, the sole; remedy available to the Buycr on account of alt% defect ill tite product shAI be lien to :d to the ieplace- 1TWtIt of such old' "C1110 prodttc;t by the SCJIC1. In the e% -col the rc:utedy provided herein shall be dcerncd G) haws failed its CSSentiul purpose, then the Buycr ,hill] b"; entitled only to a refund of 1110 annum, paid to tho Softer for such defective Product. 12. I,INnr. TIoA of I.IA"IlxrY.'FlU. IWYER SHALL NOT BE ENTITLED TO RECOVER FROM SELLFR 1NCIDENT_A1... OR CONS13Ql'E ;v "fIAE. DAMAC;ES OR I_NI LNS!'S. 1V :,LUUIN( :i. Bli'i' NOT LINT FE-;D To, THOSE INCURRED ON ACCOUNT OF 1111: QUALffY OR A :MOUNT OF' PRODUCT DUI- IVERF.D Ob' THE NON DELIVERY OF PRODUCY The Buycr assumcs till risks and liability for any dvnage to persons or propeny resulung from the use of the product delivered hereunder it) manufacturing processes of the Buyer m in combination with other suhetances or otherwise. 13. PATENTS. The Seller agre•rs to defend and pmtecl the Buver against loss or damage arising out of legal action for direct patent infringement it) Connection with the Seller's manutacture of Product, provided the Seller is notified promptly of any such action with complete information and is given all opportunity to dcfcnd. 14. SECURITY I\ 11 :RE ;ST`. The Buyerr herehy <,rants to the Seller and the Seller hciebq retains a security interest in all ProdUCI, furnished by the Seller and t procecds thereof. until the purchase price therefore is fulh paid. Buyer agrees to esccute such financing statements and other documents as Seller Only determine to N'. nccrssay io perfeat such security interest. 15. GOVERNING LAW Any agreement based on the acceptance of this offer shall be Construed in accordance with and govemcd by the Laws Of the State of Kaman, provided that daivery terms hall he governed by INCOTF.'.RMS as puhli.:hc•d by the international Chamber of Commerce. 16. ASSICINABILITY. Any agncrnent based on the, acceptance, of this offer shall not he ussignab]e by the Buyer without the prior written consent of the Seller and any purported assigmnant without such a%nsant shall be-void. 17. ENTIRE AGRI ENIEN'f. If accepted_ this offer and the tenets on the Seller's invoicing document constitute the entire agreement of •sale tad purchase of the prahtct moored herein. No rnodilication of this Agiecmem sheds he of any force nr effort unless in writing and signed by the. pitnius sought to he ther0w. and u( modification Shall be effected by the acknowledenrent or acceptance of purchase order forms conufning different lemis or Conditions. Prescribed by State Board of Accounts City Form No. 201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, 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 1/29/2009 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 1/29/2009 70315534 $2,049.24 1� 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 Office 'VOUCHER 084339 WARRANT ALLOWED 358765 IN SUM OF NORTH AMERICAN SALT -x PO BOX 277043�� ATLANTA, GA 30384 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO INV ACCT AMOUNT Audit Trail Code C 70315534 01- 6180 -03 $2,049.24 b 7b3r -Ds3s ��:t✓1 JUS74-5 Voucher Total Cost distribution ledger classification if claim paid under vehicle highway fund