Exhibit (4)B
ECOLAB INC.
OFFICER'S CERTIFICATE PURSUANT TO
SECTIONS 2.1 AND 2.3 AND SECTION 2.6(b) OF THE
AMENDED AND RESTATED INDENTURE
JANUARY 23, 2001
1. I, Daniel J. Schmechel, do hereby certify that I am the duly appointed
Treasurer of Ecolab Inc., a Delaware corporation (the "COMPANY").
I further certify, pursuant to the authority delegated to me, as
Treasurer of the Company, by the Chief Financial Officer of the Company
pursuant to resolutions adopted on August 18, 2000 by the Board of Directors
of the Company (the "BOARD") (copies of which resolutions and letter of
delegation are attached hereto as EXHIBIT I), that, pursuant to Section 2.3
of the Amended and Restated Indenture, dated as of January 9, 2001 (the
"INDENTURE"), between the Company and Bank One, National Association (f/k/a
The First National Bank of Chicago), a national banking association, as
trustee (the "TRUSTEE"), which indenture amends and restates the Indenture,
dated as of November 1, 1996, between the Company and the Trustee, a series
of debt securities of the Company is hereby established with the following
terms and provisions (unless otherwise defined herein, capitalized terms used
herein have the meanings given thereto in the Indenture):
(a) The title of such series of debt securities is the "6.875%
Notes due February 1, 2011" (the "NOTES").
(b) The aggregate principal amount of the Notes that may be
authenticated and delivered under the Indenture is $150,000,000 (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, or upon redemption of, other Notes pursuant to
Sections 2.8, 2.9, 2.11 or 12.3 of the Indenture).
(c) The Stated Maturity of the Notes is February 1, 2011.
(d) The Notes shall bear interest at 6.875% per annum from
January 26, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on February 1
and August 1 of each year (each, an "INTEREST PAYMENT DATE"), commencing August
1, 2001, to the Persons in whose names the Notes (or one or more predecessor
Securities) are registered at the close of business on the Regular Record Date
for
such interest, which shall be the January 15 or July 15 (as the case may be),
whether or not a Business Day, immediately preceding such Interest Payment Date.
(e) Interest on the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months and, for any period shorter than a full
six-month interest period, on the basis of the actual number of days elapsed in
such period.
(f) The principal of and any interest on the Notes shall be
payable at such place or places as provided in Section 3.2 of the Indenture.
(g) The Notes may be redeemed, in whole or in part, by, and at
the option of, the Company at any time after issuance and prior to maturity at a
price equal to the greater of:
- 100% of the principal amount of the Notes to be redeemed; or
- the sum of the present values of the Remaining Scheduled
Payments discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 35 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date; PROVIDED, HOWEVER, that with respect to
interest payments that are due on or prior to the Redemption Date, the Company
will make payments of interest to the Holders of record of the Notes at the
close of business on the Regular Record Date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be used,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"COMPARABLE TREASURY PRICE" means, with respect to any Redemption
Date, (1) the arithmetic average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
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amount) on the third Business Day before such Redemption Date, as published in
the daily statistical release (or any successor release) by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
available or does not contain such prices on such Business Day, the arithmetic
average of the Reference Treasury Dealer Quotations for such Redemption Date.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference
Treasury Dealers appointed by the Company.
"REFERENCE TREASURY DEALER" means Credit Suisse First Boston
Corporation, Banc of America Securities LLC and their successors; PROVIDED,
HOWEVER, that if Credit Suisse First Boston Corporation or Banc of America
Securities LLC ceases to be a primary U.S. government securities dealer in New
York City (a "PRIMARY TREASURY DEALER"), the Company will substitute another
Primary Treasury Dealer.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the arithmetic average,
as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer by 5:00 p.m.
on the third Business Day before such Redemption Date.
"REMAINING SCHEDULED PAYMENTS" means, with respect to each Note
to be redeemed, the remaining scheduled payments of the principal and interest
on such Note that would be due after the related Redemption Date but for such
redemption; PROVIDED, HOWEVER, that if such Redemption Date is not an Interest
Payment Date, the amount of the next succeeding scheduled interest payment on
such Note will be reduced by the amount of interest accrued on such Note to such
Redemption Date.
"TREASURY RATE" means, with respect to any Redemption Date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
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Unless the Company defaults in payment of the Redemption Price,
on and after the Redemption Date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
Except as otherwise set forth in this paragraph (g), the terms
and conditions upon which and the manner in which the Notes may be redeemed by
the Company pursuant to this paragraph (g) are governed by the provisions of
Article XII of the Indenture; PROVIDED that Section 12.5 of Article XII of the
Indenture shall not apply to the Notes.
(h) The Company has no obligation to redeem, purchase or repay
the Notes pursuant to any mandatory redemption or sinking fund or analogous
provisions or at the option of any Holder thereof.
(i) The Notes are issuable in denominations of $1,000 and any
integral multiple thereof.
(j) The entire $150,000,000 principal amount of the Notes shall
be payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.2 under the Indenture.
(k) The Notes will not be Original Issue Discount Securities.
(l) The Notes shall be issued as one or more Registered Global
Securities without Coupons.
(m) The Notes will be issued in permanent global form. The
Company initially appoints The Depository Trust Company, New York, New York
("DTC"), to act as the Depositary with respect to the Notes.
(n) [Reserved.]
(o) [Reserved.]
(p) Payment of the principal and interest on the Notes will be
made in Dollars.
(q) [Reserved.]
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(r) The defeasance and covenant defeasance provisions of Article
X of the Indenture will apply to the Notes.
(s) The Events of Default set forth in Article V of the
Indenture and the covenants (other than those set forth in Sections 3.6 and 3.10
of the Indenture) set forth in Article III of the Indenture will apply to the
Notes.
(t) [Reserved.]
(u) The Trustee, the initial Paying Agent and the initial
Security Registrar shall be Bank One, National Association. The initial
Depositary with respect to the Notes shall be DTC. The Security Register for the
Notes shall be initially maintained at the Trustee's Corporate Trust Office in
the Borough of Manhattan, the City of New York.
(v) The Depositary for the Notes is DTC.
(w) Presentations and demands with respect to the Notes may be
made and notices with respect to the Notes may be served at the Corporate Trust
Office of the Trustee.
(x) The Company will not pay additional amounts on the Notes
held by Non-U.S. Persons in respect of any tax, assessment or governmental
charge withheld or deducted.
(y) [Reserved.]
2. The Notes will be evidenced by a Global Security in substantially the
form attached hereto as EXHIBIT II, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Indenture
and may have imprinted or otherwise reproduced thereon such legend or legends or
endorsements, not inconsistent with the provisions of the Indenture, as may be
required to comply with any law or with any rules or regulations pursuant
thereto, or with any rules of any securities exchange or to conform to general
usage, all as may be determined by the officers executing such Global Security,
as evidenced by their execution of such Global Security. In the event that
certificated Notes (the "CERTIFICATED NOTES") are issued in exchange for the
Global Security, the form of certificate evidencing each Certificated Note shall
be in substantially the form of the attached Global Security, with such changes
as are necessary to evidence the Notes in definitive form rather than as a
Global Security.
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3. The form and terms of the Notes as established in this certificate
have been established pursuant to Sections 2.1 and 2.3 of the Indenture and
comply with the Indenture.
[Signature page follows.]
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IN WITNESS WHEREOF, I have executed this certificate this 23rd day of
January 2001.
/s/ Daniel J. Schmechel
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Daniel J. Schmechel
Treasurer