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