Exhibit
(10)B(ii)


 


AMENDMENT NO. 1


to


CREDIT AGREEMENT
(364 Day Facility)


 


Dated as of
October 31, 2002


 


This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”),
dated as of October 31, 2002, 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.  Amendment
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:


 


(a)  The
definition of “Stated Termination Date” is hereby amended by deleting
“December 6, 2002” and substituting “October 30, 2003” therefor.


 


(b)  Section
2.01(a) of the Credit Agreement is amended by deleting the words “on the
signature pages hereof” from the last sentence thereof, and substituting
therefor “on Schedule II hereto”.


 


(c)  Section
2.19(a) of the Credit Agreement is amended by deleting the existing
reference therein to “60 days” and substituting “45 days” therefor, and by
deleting the existing reference therein to “45 days” and substituting “30 days”
therefor.


 


(d)  Section
7.05 of the Credit Agreement is amended by deleting the word “accounts”
from the first sentence thereof, and substituting the word “amounts” therefor.


 

















 


(e)  The
proviso to Section 9.01 of the Credit Agreement is amended (i) by
inserting “(i)” immediately after “following:” and immediately before the word
“waive” in clause (a) thereof; (ii) by inserting the words “change the
definition of Majority Banks or” immediately after “(v)” in clause (a) thereof;
and (iii) deleting the semi-colon at the end of such Section and substituting a
period therefor.


 


(f)  A new Schedule
II, entitled “Commitments”, is added, in the form attached to this
Amendment.


 


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 shall exist with respect to the Borrower and no
event shall exist which, with the giving of notice, the lapse of time or both,
would constitute an Event of Default 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

  	
   

  
	
   

  	
   

  	
  Mark D.
  Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President
  and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA,
  INC., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary
  O’Connell

  	
   

  
	
   

  	
   

  	
  Mary O’Connell

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


 


Ecolab Amendment No. 1 Signature Page 1

















 


	
   

  	
  Banks

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary
  O’Connell

  	
   

  
	
   

  	
   

  	
  Mary O’Connell

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


 


 


Ecolab Amendment No. 1 Signature Page 2

















 


	
   

  	
  JPMORGAN CHASE
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert P.
  Kellas

  	
   

  
	
   

  	
   

  	
  Robert P. Kellas

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


Ecolab Amendment No. 1 Signature Page 3

















 


	
   

  	
  CREDIT SUISSE
  FIRST BOSTON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karl Studer

  	
   

  
	
   

  	
   

  	
  Karl Studer

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Albert Heer

  	
   

  
	
   

  	
   

  	
  Albert Heer

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


Ecolab Amendment No. 1 Signature Page 4

















 


	
   

  	
  BANK ONE, NA
  (Main Office Chicago)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jenny A.
  Gilpin

  	
   

  
	
   

  	
   

  	
  Jenny A. Gilpin

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director,
  Capital Markets

  	
   

  
						



 


 


 


Ecolab Amendment No. 1 Signature Page 5

















 


	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Molly S. Van
  Metre

  	
   

  
	
   

  	
   

  	
  Molly S. Van
  Metre

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President
  and Senior Banker

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D.
  Heinz

  	
   

  
	
   

  	
   

  	
  James D. Heinz

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
					



 


 


 


Ecolab Amendment No. 1 Signature Page 6

















 


	
   

  	
  WACHOVIA BANK,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth
  Witherspoon

  	
   

  
	
   

  	
   

  	
  Elizabeth
  Witherspoon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


 


Ecolab Amendment No. 1 Signature Page 7

















 


	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J.
  Chin

  	
   

  
	
   

  	
   

  	
  Donald J. Chin

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
					



 


 


 


Ecolab Amendment No.1 Signature Page 8

















 


SCHEDULE II


 


Commitments


 




	
  Institution

  	
   

  	
  Commitments

  	
   

  
	
  Citicorp USA, Inc.

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  JPMorgan Chase Bank

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Credit Suisse First Boston

  	
   

  	
  $

  	
  32,000,000

  	
   

  
	
  Bank One, NA (Main Office Chicago)

  	
   

  	
  $

  	
  21,000,000

  	
   

  
	
  Wells Fargo Bank, National Association

  	
   

  	
  $

  	
  21,000,000

  	
   

  
	
  Wachovia Bank, N.A.

  	
   

  	
  $

  	
  21,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  175,000,000