Exhibit (1)B
TERMS AGREEMENT
January 23, 2001
Credit Suisse First Boston Corporation
As representative of the
several Underwriters
named in Schedule I hereto
Eleven Madison Avenue
New York, NY 10010-3629
Ladies and Gentlemen:
Ecolab Inc., a Delaware corporation (the "COMPANY"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated January 23, 2001 (the "UNDERWRITING AGREEMENT"), between the Company,
on the one hand, and Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Chase Securities Inc. and Salomon Smith Barney Inc. on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "UNDERWRITERS") the Debt Securities specified in Schedule II hereto (the
"DESIGNATED SECURITIES"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and will be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. Each of the representations
and warranties set forth therein will be deemed to have been made at and as
of the date of this Terms Agreement, except that each representation and
warranty which refers to the Prospectus in Section 1 of the Underwriting
Agreement will be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined)
and also a representation and warranty as of the date of this Terms Agreement
in relation to the Prospectus, as amended or supplemented, relating to the
Designated Securities which are the subject of this Terms Agreement. Each
reference to the Representative herein and in the provisions of the
Underwriting Agreement so incorporated by reference will be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representative designated
to act on behalf of each of the Underwriters of the Designated Securities
pursuant to the Underwriting Agreement and the address of such
Representative are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us one of the counterparts hereof. Upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, will constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which will be submitted to the Company for examination upon request, but
without warranty on the part of the Representative as to the authority of
the signers thereof.
2
Very truly yours,
ECOLAB INC.
By: /s/ Daniel J. Schmechel
----------------------------------
Name: Daniel J. Schmechel
Title: Vice President and Treasurer
Accepted as of the date hereof:
Credit Suisse First Boston Corporation
On behalf of each of the Underwriters
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Joseph Fashano
--------------------------------------
Name: Joseph Fashano
Title: Director
SCHEDULE I
Underwriters Principal Amount
- ------------ ----------------
Credit Suisse First Boston Corporation......................... $ 90,000,000
Chase Securities Inc. ......................................... 30,000,000
Banc of America Securities LLC................................. 15,000,000
Salomon Smith Barney Inc. ..................................... 15,000,000
------------
Total.......................................................... $150,000,000
============
SCHEDULE II
UNDERWRITING AGREEMENT DATED JANUARY 23, 2001
REGISTRATION STATEMENT NO. 333-14771
TITLE, PURCHASE PRICE AND DESCRIPTION OF DESIGNATED SECURITIES:
Title: 6.875% Notes due February 1, 2011
Aggregate Principal Amount: $150 million
Price to Public: 99.152%
Purchase Price by Underwriters: 98.502% of principal amount, plus
accrued interest, if any, from January 26, 2001
Sinking Fund Provisions: None
Redemption Provisions: As described in the prospectus supplement dated
January 23, 2001.
Listing: None
APPLICABLE SECURITIES AGREEMENT: None
MATURITY: Februrary 1, 2011
INTEREST RATE: 6.875%
INTEREST PAYMENT DATES: Februrary 1 and August 1, commencing August 1, 2001
REGULAR RECORD DATES: January 15 and July 15
TIME OF DELIVERY AND LOCATION: The Underwriters will pay for the Designated
Securities upon delivery thereof at the offices of Shearman & Sterling at
9:00 a.m. (New York time) on January 26, 2001, or at such other time, not
later than 1:00 p.m. (New York time), as will be jointly designated by the
Representative and the Company.
NAMES AND ADDRESS OF REPRESENTATIVE:
Designated Representative: Credit Suisse First Boston Corporation
Address for Notices, etc.: Eleven Madison Avenue, New York, New York
10010-3629