AMENDMENT NO. 1
Dated as of June 23, 1998
to
U.S. $275,000,000
MULTICURRENCY CREDIT AGREEMENT
Dated as of September 29, 1993
As Amended and Restated as of October 17, 1997
and to LOCAL CURRENCY ADDENDUM
dated as of October 17, 1997
THIS AMENDMENT NO. 1 dated as of June 23, 1998, ("AMENDMENT") is
entered into by and among ECOLAB INC., a Delaware corporation (the
"COMPANY"), the banks (the "BANKS") party to the Credit Agreement described
below, CITIBANK, N.A. ("CITIBANK") as administrative agent (the "AGENT") for
the Banks under the Credit Agreement, CITIBANK INTERNATIONAL PLC, as agent
for the banks in connection with certain of the eurocurrency advances under
the Credit Agreement (the "EURO-AGENT"), and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as co-agent under the Credit Agreement (the "CO-AGENT"); and with
respect to the Local Currency Addendum referred to below, by and among the
Company, Ecolab PTY Limited (ACN 000 449 990) ("Ecolab PTY"), the Local
Currency Banks party to such Local Currency Addendum (the "LOCAL CURRENCY
BANKS"), the Agent and Citisecurities Limited (ACN 000 000 000), 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 the Credit Agreement referred to below.
PRELIMINARY STATEMENT
A. The Company, the Banks, the Agent, the Euro-Agent and the
Co-Agent are parties to that certain Multicurrency Credit Agreement dated as
of September 29, 1993, as amended and restated as of October 17, 1997 (as so
amended and restated, the "CREDIT AGREEMENT"), pursuant to which the Banks
have agreed to make certain loans and other financial accommodations to the
Company and any Borrowing Subsidiary. The Company, Ecolab PTY, 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") pursuant to which the Local Currency Banks have agreed to make
Local Currency Advances to the Company and Ecolab PTY.
B. The Company, the Banks, the Agent, the Euro-Agent and the
Co-Agent have agreed to amend the Credit Agreement, and the Company, Ecolab
PTY, the Agent, the Local Currency Banks and the Local Currency Agent have
agreed to amend the Local Currency Addendum, in each case 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, the Banks, the Agent, the
Euro-Agent and the Co-Agent, in the case of the Credit Agreement, and the
Company, Ecolab PTY, the Agent, the Local Currency Banks and the Local
Currency Agent, in the case of the Local Currency Addendum, agree as follows:
SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. Effective as of the
date first above written and subject to the fulfillment of the conditions
precedent set forth in SECTION 3, the Credit Agreement is hereby amended as
follows:
(a) The definition of "Australian Local Currency Addendum" in SECTION
1.01 is deleted and replaced by the following:
"AUSTRALIAN LOCAL CURRENCY ADDENDUM" or "AUSTRALIAN LOCAL
CURRENCY ADDENDA", means, as applicable, each of or both of (a) the
Local Currency Addendum dated as of October 17, 1997 among Ecolab PTY
Limited, the Company, the Local Currency Banks named therein, the
Agent, and Citisecurities Limited as Local Currency Agent, and (b) the
Local Currency Addendum dated as of June 23, 1998 among Ecolab Finance
PTY Limited, the Company, the Local Currency Banks named therein, the
Agent, and Citisecurities Limited as Local Currency Agent.
(b) SECTION 2.01(b) is amended by striking "the Australian Dollar
Local Currency Addendum" in the first proviso in such Section, and
substituting therefor "either Australian Local Currency Addendum".
(c) SECTION 2.02A(b) is amended by deleting the phrase "Except as
provided herein," at the beginning of the third sentence of such Section,
and substituting therefor "Except as provided herein or therein,".
(d) SECTION 2.04(b) is amended by inserting "17" in the blank
following "October".
(e) SECTION 2.11 is amended by striking "Australian Local Currency
Addendum" in each of the two places where it appears in the penultimate
sentence of such Section, and
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substituting "Australian Local Currency Addenda" in each such place.
(f) SECTION 3.01 is amended by inserting the parenthetical phrase
"(which day shall be deemed to be June 23, 1998, in the case of Ecolab
Finance PTY Limited)" immediately after the phrase "each dated such day"
appearing in the first sentence of such Section.
SECTION 2. 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 3, the Local Currency Addendum is amended as
follows:
(a) SECTION 1.01 is amended by adding the following definition:
"ECOLAB FINANCE PTY ADDENDUM" means the Local Currency Addendum
dated as of June 23, 1998 among Ecolab Finance PTY Limited, the
Company, the Agent, the Local Currency Banks named therein, and
Citisecurities Limited, as the Local Currency Agent, as amended from
time to time.
(b) SECTION 4.02 is amended by striking the proviso at the end of
such Section and substituting the following therefor:
"PROVIDED, HOWEVER, that (a) a Local Currency Bank may not assign
any obligations, Commitments or rights hereunder to any Person that is
not (or does not simultaneously become) (i) a Bank under the Credit
Agreement and (ii) a Local Currency Bank under the Ecolab Finance PTY
Addendum, and (b) such assignment shall be entered into simultaneously
with an assignment by such Local Currency Bank to such assignee of the
same percentage of its obligations, Commitments and rights under the
Ecolab Finance PTY Addendum as is being assigned under this Addendum.
(c) The table of Local Currency Commitments on SCHEDULE I is deleted
and the following is substituted therefor:
Local Currency Bank Name Local Currency Commitment
------------------------ -------------------------
Citibank, N.A. US $ 53,000,000*
Xxxxxx Guaranty Trust Company
of New York US $ 47,000,000*
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Local Currency Bank Name Local Currency Commitment
------------------------ -------------------------
The First National Bank of
Chicago US $ 43,000,000*
Credit Suisse First Boston US $ 33,000,000*
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.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become
effective and shall be deemed effective as of the date first above written
upon the satisfaction of the following conditions precedent:
(a) no event has occurred and is continuing which constitutes a
Default or an Event of Default;
(b) receipt by the Agent of twelve (12) copies of this Amendment duly
executed by each of the Company, the Banks, the Agent, the Euro-Agent and
the Co-Agent;
(c) the Local Currency Addendum among Ecolab Finance PTY Limited, the
Company, the Agent, the Local Currency Banks and the Local Currency Agent
shall have been duly executed by all parties thereto and a fully executed
copy received by the Agent;
(d) Ecolab Finance PTY Limited, the Company and the Agent shall have
executed an Election to Participate and a fully executed copy thereof shall
have been received by the Agent; and Ecolab Finance PTY Limited or the
Company shall have delivered, or caused to be delivered, the items
specified in SECTIONS 3.01 (c)(II), (c)(III), (d) and (f) with respect to
Ecolab Finance PTY Limited's Election to Participate; and
(e) Ecolab Finance PTY Limited shall have executed and delivered the
A Notes to be executed and delivered by it.
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SECTION 4. REPRESENTATION AND WARRANTY OF THE COMPANY. In order to
induce the Banks and the Local Currency Banks to execute and deliver this
Amendment, (a) the Company hereby represents to the Banks and the Local
Currency Banks that as of the date hereof, the representations and warranties
set forth in subsections (a), (b), (c) and (d) of SECTION 4.01 of the Credit
Agreement are true and correct and the Company is in full compliance with all
of the terms and conditions of the Credit Agreement; and (b) 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.
SECTION 5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. Upon
the effectiveness of this Amendment, each reference in the Credit Agreement
or the Local Currency Addendum to "this Agreement", "this Addendum",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Credit Agreement or the Local Currency Addendum, as
applicable, as modified hereby, and each reference to the Credit Agreement or
the Local Currency Addendum in any other document, instrument or agreement
shall mean and be a reference to the Credit Agreement or the Local Currency
Addendum, as applicable, as modified hereby.
SECTION 6. 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 7. 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 8. 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]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
ECOLAB INC.
By: /s/Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
Signed, sealed and delivered by Xxxxxx X.
Xxxxxxxxx as attorney for Ecolab PTY Limited (ACN
000 449 990) under power of attorney dated
September 26, 1997 in the presence of
/s/Xxxxxxx X. Xxxxxxx
---------------------------------------
(Witness)
Xxxxxxx X. Xxxxxxx
---------------------------------------
(Name)
0000 Xxx Xxxxx Xx. Xxxxx, XX
---------------------------------------
(Address)
Attorney
---------------------------------------
(Occupation)
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
By executing this deed the attorney states that
the attorney has received no notice of revocation
of the power of attorney
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CITIBANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Attorney-In-Fact
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XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
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COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH
By: /s/ J. Xxxxxxx Shortly
Name: J. Xxxxxxx Shortly
Title: Senior Vice President
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Director
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THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ J. Xxxxxxx Xxxxx
Name: J. Xxxxxxx Xxxxx
Title: Managing Director
NATIONSBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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