EXHIBIT
(10)B(iii)


 


AMENDMENT NO. 2


 


to


 


CREDIT AGREEMENT
(364 Day Facility)


 


Dated as of
October 30, 2003


 


This AMENDMENT NO. 2 TO
CREDIT AGREEMENT (“Amendment”), dated as of October 30, 2003, is
entered into by and among Ecolab Inc., a Delaware corporation (the “Borrower”),
the financial institutions party hereto (the “Banks”), and Citicorp USA,
Inc. (“Citicorp”), as administrative agent (the “Agent”) for the
Banks.  Each capitalized term used
herein and not defined herein shall have the meaning ascribed thereto in the
below-defined “Credit Agreement”.


 


PRELIMINARY
STATEMENT


 


The Borrower, the Banks
and the Agent are parties to the Credit Agreement (364 Day Facility) dated as
of December 7, 2001 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”).  The Borrower, the Banks and the Agent have
agreed to amend the Credit Agreement pursuant to the terms of this Amendment.


 


SECTION 1.  Amendments to the Credit Agreement.  Effective as of the date hereof, subject to
the satisfaction of the condition precedent set forth in Section 2
below, the Credit Agreement is hereby amended as follows:


 


1.1  The definition of “Stated Termination
Date” in Section 1.01 is hereby amended by deleting
“October 30, 2003” and substituting “October 28, 2004” therefor.


 


1.2  Clause (iii)
of Section 9.02(a) is hereby amended and restated in its entirety
as follows:


 


(iii)                               if
to the Agent, at its address at Bank Loan Syndications, Two Penns Way, Suite
200, New Castle, Delaware 19720, Attention: 
Lisa Rodriguez, Telecopier No. 212-994-0961, with a copy to Citicorp
Securities, Inc., 388 Greenwich Street,
New York City, New York  10013,
Attention:  Carolyn Sheridan, Telecopier
No. 212-816-8185;


 


1.3  Section 9.13
is hereby amended to insert the following sentence at the end thereof:


 


Notwithstanding
anything to the contrary set forth herein, each party hereto (and each
officer, director, employee, accountant, attorney, advisor, agent and
representative of each such party) may disclose to any and all Persons, without
limitation of any kind, the U.S. tax treatment and U.S. tax structure of the
transactions evidenced hereby and all materials of any kind (including opinions
and other tax analyses) that are provided to any of them relating to such U.S.
tax treatment and U.S. tax


 

















 


structure.


 


1.4  Schedule I is hereby deleted in
its entirety and replaced with Schedule I hereto.


 


1.5  Schedule II is hereby deleted in
its entirety and replaced with Schedule II hereto.


 


SECTION 2.  Condition Precedent.  This Amendment shall become effective and be
deemed effective as of the date hereof (or if such items are not received until
a later date, on such later date) upon the Agent’s receipt of duly executed
originals of this Amendment from the Borrower and each Bank.


 


SECTION 3.  Covenants, Representations and Warranties
of the Borrower.


 


3.1  Upon the effectiveness of this Amendment,
the Borrower hereby reaffirms all covenants, representations and warranties
made by it in the Credit Agreement, as amended hereby, and agrees that all such
covenants, representations and warranties shall be deemed to have been re-made
as of the effective date of this Amendment.


 


3.2  The Borrower hereby represents and warrants
that (i) this Amendment constitutes a legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms,
except as enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditor’s rights generally and by the effect of general principles of equity
and (ii) upon the effectiveness of this Amendment, no Event of Default or
Default shall exist with respect to the Borrower.


 


SECTION 4.  Reference to and Effect on the Credit
Agreement.


 


4.1  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby, and each reference to the Credit Agreement
in any other document, instrument or agreement executed and/or delivered in
connection with the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.


 


4.2  Except as specifically amended above, the
Credit Agreement, the Notes and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed.


 


4.3  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
any party under the Credit Agreement, the Notes or any other document,
instrument or agreement executed in connection therewith, nor constitute a
waiver of any provision contained therein, except as specifically set forth
herein.


 


2

















 


SECTION 5.  Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument.


 


SECTION 6.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


SECTION 7.  Headings.  Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.


 


The remainder of this
page is intentionally blank.


 


3

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark D. Vangsgard

  	
   

  
	
   

  	
   

  	
  Name:  Mark D. Vangsgard

  
	
   

  	
   

  	
  Title:  Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolyn A. Sheridan

  	
   

  
	
   

  	
   

  	
  Name:  Carolyn A. Sheridan

  
	
   

  	
   

  	
  Title:  Managing Director & Vice President

  



 

















 


	
   

  	
  Banks

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
  By:

  	
  /s/ Carolyn A. Sheridan

  	
   

  
	
   

  	
   

  	
  Name:  Carolyn A. Sheridan

  
	
   

  	
   

  	
  Title:  Managing Director & Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
  By:

  	
  /s/ Stacey L. Haimes

  	
   

  
	
   

  	
   

  	
  Name:  Stacey L. Haimes

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON

  
	
   

  	
  Cayman Islands Branch

  
	
   

  	
  By:

  	
  /s/ Karl Studer

  	
   

  
	
   

  	
   

  	
  Name:  Karl Studer

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cedric Evard

  	
   

  
	
   

  	
   

  	
  Name:  Cedric Evard

  
	
   

  	
   

  	
  Title:  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK ONE, NA (Main Office Chicago)

  
	
   

  	
  By:

  	
  /s/ Jenny A. Gilpin

  	
   

  
	
   

  	
   

  	
  Name:  Jenny A. Gilpin

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  By:

  	
  /s/ James D. Heinz

  	
   

  
	
   

  	
   

  	
  Name:  James D. Heinz

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allison S. Gelfman

  	
   

  
	
   

  	
   

  	
  Name: Allison S.
  Gelfman

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
  By:

  	
  /s/ Steven L. Hipsman

  	
   

  
	
   

  	
   

  	
  Name:  Steven L. Hipsman

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  By:

  	
  /s/ Wendy J. Gorman

  	
   

  
	
   

  	
   

  	
  Name: Wendy J. Gorman

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
  By:

  	
  /s/ Nicholas Bell

  	
   

  
	
   

  	
   

  	
  Name:  Nicholas Bell

  
	
   

  	
   

  	
  Title:  Director

  
											



 

















 


SCHEDULE I


 


Applicable Lending
Offices and Notice Addresses


 


CITICORP USA, INC.


 


Notice Address:


 


Citicorp
USA, Inc.


c/o
Citicorp Securities, Inc.


388
Greenwich Street


New
York City, New York 10013


Attn:  Carolyn Sheridan


Telecopier
No.: 212-816-8185


 


Domestic Lending Office
and Eurodollar Lending Office:


 


Citicorp USA, Inc.

Bank Loan Syndications

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attn:  Lisa Rodriguez

Telecopier No.:  212-994-0961


 


JPMORGAN CHASE BANK


 


Notice Address:


 


JPMorgan Chase Bank


227
West Monroe Street, 27th Floor


Chicago,
Illinois  60606

Attn:  Laura Born

Telecopier No.:  312-541-3441


Confirmation
No.: 312-541-3379

E-mail:  
laura  born@jpmorgan.com


 


Domestic Lending Office
and Eurodollar Lending Office:


 


JPMorgan
Chase Bank

1111 Fanin, 10th Floor

Houston, TX  77002

Attn:  Danette Espinoza

Telecopier No.:  713-750-2782


 

















 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


Notice Address and
Domestic Lending Office:


 


Wells
Fargo Bank, National Association

Sixth & Marquette – MAC N305-031

Minneapolis, MN 55479

Attn:  Ethel Philips

Telecopier No.:   612-667-4145

and to:  Allison Gelfman

Telecopier No.:  612-667-4145

E-Mail: 
allison.s.gelfman@wellsfargo.com


 


Eurodollar Lending
Office:


 


Wells
Fargo Bank, National Association

Sixth & Marquette – MAC N305-031

Minneapolis, MN 55479

Attn:  Ethel Philips

Telecopier No.:   612-667-4145


and to:  Allison Gelfman

Telecopier No.:  612-667-4145


 


CREDIT SUISSE FIRST BOSTON


 


Notice Address:


 


Eleven Madison Avenue


New York, NY 10010


Attn:  Karl Studer, Corporate Banking


Telecopier: 212-743-1894


E-Mail:  karl.studer@csfb.com


 


Domestic Lending Office
and Eurodollar Lending Office:


 


Credit Suisse First
Boston

One Madison Avenue


New York, New York  10010


Attn:  Ed Markowski


and to:  Hazel Leslie

Telecopier No.:  212-538-6851

(With a copy to the Notice Address)


 

















 


BANK ONE, NA


 


Notice Address:


 


Bank One, NA

Suite 0173, 14th Floor

1 Bank One Plaza

Chicago, Illinois  60670-0324

Attn:  Jenny Gilpin

Telecopier No.:  312-732-3888

E-Mail: 
jenny  gilpin@bankone.com


 


Domestic Lending Office
and Eurodollar Lending Office:


 


Bank One, NA

1 Bank One Plaza

Chicago, Illinois  60670

Attn:  Deanna Lee

Telecopier No.:  312-732-4303


 


WACHOVIA BANK, NATIONAL ASSOCIATION


 


Notice Address:


 


Wachovia Bank, N.A.

191 Peachtree Street

Mail Code GA8050

Atlanta, Georgia  30303

Attn:  Steven Hipsman

Ms. Teresa Howard (Operations/Administration)

Telecopier No.:  404-332-4048 (Credit
Matters)


404-332-1118
(Operations/Administration)

E-Mail:  stevenhipsman@wachovia.com


 


Domestic Lending Office
and Eurodollar Lending Office:


 


Wachovia Bank, N.A.

201 South College Street

Attn:  Sharon Gibson

Telecopier No.:  704-715-0094


 

















 


BANK OF AMERICA, N.A.


 


Notice Address:


 


Bank of America, N.A.

100 North Tryon Street


Charlotte, North
Carolina  28255-0001

Attn:  Lawrence Saunders

Telecopier No.:  704-386-1447

E-Mail: 
lawrence.saunders@bankofamerica.com


 


With a copy to:


Bank of America, N.A.


335 Madison Avenue, 5th
Floor


New York, New York 10017


Attn:  Colleen Briscoe


Telecopier No.:
212-503-7878


E-Mail:
colleen.m.briscoe@bankofamerica.com


 


Domestic Lending Office
and Eurodollar Lending Office:


 


Bank of America, N.A.

101 North Tryon Street


Charlotte, North
Carolina  28255-0001

Attn:  Curtis Lancy

Telecopier No.:  888-969-9252


 


BARCLAYS BANK PLC


 


Notice Address:


 


Administrative
Matters


Barclays Bank PLC

200 Park Avenue, 4th Floor


New York, New York  10188

Attn:  David Barton

Telecopier No.:  212-412-7511


E-Mail:  Davide.Barton@barcap.com


 


Operations Matters


Barclays Bank PLC


222 Broadway - 7th
Floor


New York, New York 10038


Attn:  Eddie Cotto


Telecopier No:
212-412-5306


E-Mail:
eddie.cotto@barcap.com


 

















 


Domestic Lending Office
and Eurodollar Lending Office:


 


Barclays Bank PLC

200 Park Avenue


New York, New York  10188


(Notices to be addressed
as specified above)


 

















 


SCHEDULE II


 


Commitments


 




	
  Institution

  	
   

  	
  Commitment

  	
   

  
	
  Citicorp
  USA, Inc.

  	
   

  	
  $

  	
  32,500,000

  	
   

  
	
  JPMorgan
  Chase Bank

  	
   

  	
  $

  	
  32,500,000

  	
   

  
	
  Credit
  Suisse First Boston

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Bank
  One, NA (Main Office Chicago)

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Wells
  Fargo Bank, National Association

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Wachovia
  Bank, N.A.

  	
   

  	
  $

  	
  20,000,000

  	
   

  
	
  Bank
  of America, N.A.

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Barclays
  Bank PLC

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  175,000,000