Exhibit
10.A(ii)


 


AMENDMENT NO. 2


 


Dated as of August 13, 2004


 


to


 


LOCAL CURRENCY ADDENDUM


 


dated as of October 17, 1997


 


As Amended by Amendment No. 1, dated June 23, 1998


 


THIS AMENDMENT NO. 2 dated as of August 13, 2004, (“Amendment”)
is entered into by and among ECOLAB INC., a Delaware corporation (the “Company”),
ECOLAB PTY LIMITED (ACN 000 449 990) (“Ecolab PTY”), the Local Currency
Banks party from time to time to the Local Currency Addendum referred to below
(the “Local Currency Banks”), CITICORP USA, INC., as administrative
agent under the Credit Agreement referred to below (the “Agent”) and
CITISECURITIES LIMITED (ACN 008 489 610), as local currency agent (the “Local
Currency Agent”).  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in that certain Multicurrency Credit Agreement dated as of
September 29, 1993, as amended and restated as of August 13, 2004 (the “Credit
Agreement”), among the Company, Ecolab PTY, Ecolab Finance PTY Limited (ACN
082 979 655), the financial institutions party thereto as Banks, the Agent,
Citibank International plc, as Euro-Agent, JPMorgan Chase Bank, as Syndication
Agent and Credit Suisse First Boston, as Documentation Agent.


 


PRELIMINARY STATEMENT


 


A.                                   The
Company, Ecolab PTY, Citibank, N.A. (as predecessor to the Agent), the Local
Currency Banks and the Local Currency Agent are parties to a Local Currency
Addendum dated as of October 17, 1997 (the “Local Currency Addendum”) to
the Credit Agreement, pursuant to which the Local Currency Banks have agreed to
make Local Currency Advances to the Company and Ecolab PTY.


 


B.                                     The
Company, Ecolab PTY, the Agent, the Local Currency Banks and the Local Currency
Agent have agreed to amend the Local Currency Addendum on the terms and subject
to the conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the premises set
forth above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, Ecolab PTY, the
Agent, the Local Currency Banks and the Local Currency Agent, agree as follows:


 


SECTION 1.                                Amendment
to Local Currency Addendum. 
Effective as of the date first above written and subject to the
fulfillment of the conditions precedent set forth in Section 2., the
Local Currency Addendum is amended as follows:


 





















 


(a)                                  The
definition of “Credit Agreement” in Section 1.01 is deleted and
replaced by the following:


 


“Credit
Agreement” means the Multicurrency Credit Agreement dated as of September
29, 1993, as amended and restated as of August 13, 2004, among Ecolab Inc., the
Borrowing Subsidiaries from time to time party thereto, the financial
institutions from time to time party thereto as Banks, Citicorp USA, Inc., as
Administrative Agent, Citibank International plc, as Euro-Agent, JPMorgan Chase
Bank, as Syndication Agent and Credit Suisse First Boston, as Documentation
Agent, as the same may be amended, restated, supplemented or otherwise modified
from time to time.


 


(b)                                 The
table of Local Currency Commitments on Schedule I is deleted and the
following is substituted therefor:


 


	
  Local Currency Bank Name

  	
   

  	
  Local Currency

  Commitment

  
	
   

  	
   

  	
   

  
	
  Citicorp USA, Inc.

  	
   

  	
  US $61,220,000*

  
	
  JPMorgan Chase Bank

  	
   

  	
  US $61,220,000*

  
	
  Credit Suisse First
  Boston

  	
   

  	
  US $53,560,000*

  
	
   

  	
   

  	
   

  
	
  Local Currency Facility
  Aggregate Commitment

  	
   

  	
  US $176,000,000**

  



 










 


*Less, in each
case, the Local Currency Advances outstanding from such Local Currency Bank
under the Ecolab Finance PTY Addendum.


 


**Less the
aggregate Local Currency Advances outstanding under the Ecolab Finance PTY
Addendum.


 


(c)                                  The
list of Applicable Local Currency Lending Offices on Schedule I is
deleted and the following is substituted therefor:


 


	
  Local Currency Bank Name

  	
   

  	
  Applicable Local

  Currency Lending Office

  
	
  Citicorp USA, Inc.

  	
   

  	
  Level 10 Citibank
  Centre

  1 Margaret Street

  Sydney, New South Wales

  
	
   

  	
   

  	
  Attention:

  	
  Vice President,

  Corporate Finance

  
	
   

  	
   

  	
  Telecopy No.:
  612-9262-2520

  



 


2





















 


	
  JPMorgan Chase Bank

  	
   

  	
  1 O’Connell Street

  Sydney, New South Wales

  Attention: Grant Bolam

  Telecopy No.: 612-9551-6359

  
	
   

  	
   

  	
   

  
	
  Credit Suisse First
  Boston

  	
   

  	
  101 Collins Street,
  Level 27

  Melbourne, Victoria 3000

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Malcolm White,

  Head of Credit

  Administration

  	
   

  
	
   

  	
   

  	
  Telecopy No.:
  613-928-01-844

  	
   

  
					



 


(d)                                 The
table of applicable margins in the definition of “Applicable Margin” on Schedule
II is deleted and the following is substituted therefor:


 


	
  Credit Rating

  	
   

  	
  Applicable Margin

  (Rate per Annum)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A+
  or better (S&P) or

  A1 or better (Moody’s)

  	
   

  	
  0.140

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Below
  A+ (S&P) and A1 (Moody’s) but

  A (S&P) or

  A2 (Moody’s)

  	
   

  	
  0.180

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Below
  A (S&P) and A2(Moody’s) but

  A- (S&P) or

  A3 (Moody’s)

  	
   

  	
  0.220

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Below
  A- (S&P) and A3 (Moody’s)

  but

  BBB+ (S&P) or

  Baa1 (Moody’s)

  	
   

  	
  0.335

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Below BBB+ (S&P)
  and Baa1 (Moody’s)

  	
   

  	
  0.425

  	
  %

  



 


SECTION 2.                                Conditions
Precedent.  This Amendment shall
become effective and shall be deemed effective as of the date first above
written upon receipt by the Agent of six (6) copies of this Amendment duly
executed by each of the Company, Ecolab PTY, the Local Currency Banks and the
Local Currency Agent.


 


SECTION 3.                                Representation
and Warranty of Ecolab PTY.  In order
to induce the Local Currency Banks to execute and deliver this Amendment,
Ecolab PTY hereby represents to the Local Currency Banks that as of the date
hereof, the representations and warranties set forth in Article III of the
Local Currency addendum are true and correct and Ecolab PTY is in full
compliance with all of the terms and conditions of the Local Currency Addendum.


 


3





















 


SECTION 4.                                Reference
to and Effect on the Local Currency Amendment.  Upon the effectiveness of this Amendment,
each reference in the Local Currency Addendum to “this Addendum”, “hereunder”, “hereof”,
“herein”, or words of like import shall mean and be a reference to the Local
Currency Addendum as modified hereby, and each reference to the Local Currency
Addendum in any other document, instrument or agreement shall mean and be a
reference to the Local Currency Addendum as modified hereby.


 


SECTION 5.                                GOVERNING
LAW.  THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER REMAINING TERMS OF THE
CREDIT AGREEMENT AND THE LOCAL CURRENCY ADDENDUM AND THE LAWS OF THE STATE OF
NEW YORK.


 


SECTION 6.                                Paragraph
Headings.  The paragraph headings
contained in this Amendment are and shall be without substance, meaning or
content of any kind whatsoever and are not a part of the agreement among the
parties hereto.


 


SECTION 7.                                Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[This space intentionally left blank.]


 


4





















 


IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first above written.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Mark D. Vangsgard

  
	
   

  	
  Name:

  	
  Mark D. Vangsgard

  
	
   

  	
  Title:

  	
  Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
  Signed, sealed and
  delivered by Mark D. Vangsgard as attorney for Ecolab PTY Limited (ANC 000
  449 990) under power of attorney dated August 13, 2004 in the presence of

  
	
   

  	
   

  
	
   

  	
  /s/David F. Duvick

  
	
   

  	
  (Witness)

  
	
   

  	
   

  
	
   

  	
  David F. Duvick

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  6524 Wilryan Avenue,
  Edina, MN 55439

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
  Attorney

  
	
   

  	
  (Occupation)

  
	
   

  	
   

  
	
   

  	
  /s/Mark D. Vangsgard

  
	
   

  	
  By executing this deed
  the attorney states that the attorney has received no notice of revocation of
  the power of attorney

  
				



 





















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Carolyn Sheridan

  
	
   

  	
  Name:

  	
  Carolyn Sheridan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Laura J. Cumming

  
	
   

  	
  Name:

  	
  Laura J. Cumming

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON,
  acting

  through its Cayman Islands Branch

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Karl Studer

  
	
   

  	
  Name:

  	
  Karl Studer

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Karim Blasetti

  
	
   

  	
  Name:

  	
  Karim Blasetti

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  
	
   

  	
  CITISECURITIES LIMITED
  (ACN 008 489

  610) as the Local Currency Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Loma Saker

  
	
   

  	
  Name:

  	
  Loma Saker

  
	
   

  	
  Title:

  	
  Assistant Vice
  President (ID 61733)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Karen Langworthy

  
	
   

  	
  Name:

  	
  Karen Langworth

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.,
  as the Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William S. Timmons,
  III

  
	
   

  	
  Name:

  	
  William S. Timmons III

  
	
   

  	
  Title:

  	
  Vice President