PENTAIR INC
2ND AMENDED & RESTATED 364-DAY CREDIT AGEEMENT
<DOCUMENT>
<TYPE>EX-10.25
<SEQUENCE>3
<FILENAME>dex1025.txt
<DESCRIPTION>2ND AMENDED & RESTATED 364-DAY CREDIT AGEEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.25

              SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

                           dated as of August 29, 2002

                                      among

                                 PENTAIR, INC.,

                         Various Financial Institutions,

                                  BANK ONE, NA,
                              as Syndication Agent,

                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                               JPMORGAN CHASE BANK
                                       and
                         U.S. BANK NATIONAL ASSOCIATION,
                           as Co-Documentation Agents,


                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                    as Agent,

                                       and

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent









                         BANC OF AMERICA SECURITIES LLC
                                       and
                         BANC ONE CAPITAL MARKETS, INC.
                     Co-Lead Arrangers and Co-Book Managers

<PAGE>

              SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

         THIS SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of
August 29, 2002 is among PENTAIR, INC. (the "Company"), the financial
institutions listed on the signature pages hereof (the "Lenders"), BANK ONE,
N.A., as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent.

         WHEREAS, the Company, various financial institutions and the
Administrative Agent entered into an Amended and Restated 364-Day Credit
Agreement dated as of August 30, 2001 (as amended, the "Credit Agreement"; terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein); and

         WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein and to restate the Credit Agreement in its entirety to read as set
forth in the Credit Agreement with the amendments specified below;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1  Amendments. Effective as of the date hereof and subject to
the occurrence of the Second Restatement Effective Date (as defined below), the
Credit Agreement shall be amended as set forth below:

         1.1   Extension of Termination Date. The definition of the term
"Termination Date" in Section 1.01 shall be amended by deleting the date "August
29, 2002" therein and substituting the date "August 28, 2003" therefor.

         1.2   Amendment to Schedule 2.01. Schedule 2.01 is amended in its
entirety by substituting Schedule 2.01 hereto therefor.

         1.3   Removal of Lenders. Mizuho Corporate Bank, Banca Antoniana
Popolare Veneta, Fleet National Bank, Sanwa Bank Limited and Credit Lyonnais
Chicago Branch (collectively, the "Exiting Lenders") are each removed as a party
to the Credit Agreement and shall have no further rights or obligations as a
"Lender" thereunder, except that any provision of the Credit Agreement which by
its terms survives termination thereof shall remain in full force and effect
with respect to such Lenders.

         SECTION 2  Representations and Warranties. The Company represents and
warrants to the Lenders and the Administrative Agent that: (a) each of the
representations and warranties of the Company set forth in the Credit Agreement,
as amended and restated hereby (as so amended and restated, the "Second Restated
Credit Agreement") is true and correct as of the date hereof, with the same
effect as if made on such date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they were true and
correct as of such earlier date); (b) the execution and delivery hereof by the
Company and the performance by the Company of its obligations under the Second
Restated Credit Agreement (i) are within the powers of the Company, (ii) have
been duly authorized by all necessary action on the part of the Company, (iii)
have received all necessary governmental approval and (iv) do not and will not
contravene or conflict with (x) any provision of law or the certificate of
incorporation or by-laws

                                      -2-

<PAGE>

or other organizational documents of the Company or (y) any agreement, judgment,
injunction, order, decree or other instrument which is binding upon the Company
or any of its Subsidiaries; and (c) the Second Restated Credit Agreement is the
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.

         SECTION 3  Effectiveness. The Second Restated Credit Agreement shall
become effective on the date (the "Second Restatement Effective Date") when the
Administrative Agent shall have received:

         (a)  Second Restated Credit Agreement. Signature pages hereto signed by
the Company, each of the Lenders and the Administrative Agent (it being
understood that Administrative Agent may rely on a facsimile of any signature
page as if it were an original).

         (b)  Resolutions; Incumbency.

              (i)    Copies of resolutions of the board of directors of the
         Company authorizing the execution and delivery of this agreement and
         the consummation of the transactions contemplated hereby, certified as
         of the Second Restatement Effective Date by the Secretary or an
         Assistant Secretary of the Company, and

              (ii)   A certificate of the Secretary or an Assistant Secretary of
         the Company certifying the names and true signatures of the officers of
         the Company authorized to execute and deliver this agreement.

         (c)  Confirmation. A Confirmation substantially in the form of Exhibit
A signed by each Subsidiary Guarantor.

         (d)  Certificate. A certificate of the President, the chief financial
officer, the chief accounting officer or the vice president-treasurer of the
Company, dated as of the Second Restatement Effective Date, stating that:

              (i)    the representations and warranties contained in Section 2
         are true and correct on and as of such date, as though made on and as
         of such date,

              (ii)   no Event of Default or Unmatured Event of Default exists or
         would result from the effectiveness of this agreement, and

              (iii)  since December 31, 2001, no event or circumstance has
         occurred that has resulted or could reasonably be expected to result in
         a Material Adverse Effect.

         (e)  Legal Opinion. An opinion of Louis L. Ainsworth, Senior Vice
President and General Counsel of the Company, substantially in the form of
Attachment 1.

         (f)  Other Documents. Such other documents as the Administrative Agent
or any Lender may reasonably request.

                                      -3-

<PAGE>

         (g)   Payment of Obligations. Evidence of payment by the Company of all
amounts payable under the Credit Agreement (other than contingent
indemnification obligations), including, without limitation, any such amounts
payable to the Exiting Lenders on such date, and all accrued and unpaid fees,
costs and expenses payable hereunder to the extent then due.

         SECTION 4  Miscellaneous.

         4.1   Amendment and Restatement. Upon the effectiveness hereof, the
Credit Agreement shall be restated in its entirety to read as set forth in the
Credit Agreement as amended hereby and all rights and obligations of the parties
shall be as set forth in the Second Restated Credit Agreement (except that any
provision of the Credit Agreement which by its terms survives termination
thereof shall remain in full force and effect).

         4.2   Counterparts. This agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same agreement.

         4.3   Expenses. The Company agrees to pay all reasonable costs and
expenses of the Administrative Agent, including reasonable fees and charges of
counsel to the Administrative Agent, in connection with the preparation,
execution and delivery of this agreement.

         4.4   Governing Law. This agreement shall be a contract made under and
governed by the laws of the State of Illinois applicable to contracts made and
to be performed entirely within such State.

         4.5   Successors and Assigns. This agreement shall be binding upon the
Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the respective successors and assigns
of the Lenders and the Administrative Agent.

                                      -4-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                         PENTAIR, INC.


                                         By:___________________________
                                         Title:________________________


                                         BANK OF AMERICA, N.A.,
                                         as Administrative Agent and as a Lender


                                         By:___________________________
                                         Title:________________________



                                         BANK ONE, NA (Main Office Chicago)


                                         By:___________________________
                                         Title:________________________


                                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                         CHICAGO BRANCH


                                         By:___________________________
                                         Title:________________________



                                         JPMORGAN CHASE BANK


                                         By:___________________________
                                         Title:________________________


                                       S-1

<PAGE>

                                         U.S. BANK NATIONAL ASSOCIATION


                                         By:___________________________
                                         Title:________________________


                                         WACHOVIA BANK, NATIONAL ASSOCIATION


                                         By:___________________________
                                         Title:________________________


                                         BANCA NAZIONALE DEL LAVORO S.P.A.
                                         NEW YORK BRANCH


                                         By:___________________________
                                         Title:________________________


                                         By:___________________________
                                         Title:________________________


                                         NATIONAL CITY BANK


                                         By:___________________________
                                         Title:________________________


                                         BANK HAPOALIM B.M.


                                         By:___________________________
                                         Title:________________________


                                         By:___________________________
                                         Title:________________________

                                       S-2

<PAGE>

                                         MELLON BANK, N.A.


                                         By:___________________________
                                         Title:________________________


                                         BANCA DI ROMA - CHICAGO BRANCH


                                         By:___________________________
                                         Title:________________________


                                         By:___________________________
                                         Title:________________________


                                         WELLS FARGO BANK, NATIONAL ASSOCIATION


                                         By:___________________________
                                         Title:________________________


                                         By:___________________________
                                         Title:________________________


                                         BNP PARIBAS


                                         By:___________________________
                                         Title:________________________


                                         By:___________________________
                                         Title:________________________


                                         THE BANK OF NEW YORK


                                         By:___________________________
                                         Title:________________________

                                       S-3

<PAGE>

                                  SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                                    Pro Rata
Lender                                          Commitment          Share
------                                          ----------          -----
<S>                                             <C>                 <C>
Bank of America, N.A.                           $30,000,000         12.396694214%
Bank One, NA                                    $30,000,000         12.396694214%
The Bank of Tokyo-Mitsubishi, Ltd.,             $30,000,000         12.396694214%
     Chicago Branch
JPMorgan Chase Bank                             $30,000,000         12.396694214%
U.S. Bank National Association                  $30,000,000         12.396694214%
Wachovia Bank, National Association             $20,000,000         8.264462809%
National City Bank                              $10,000,000         4.132231404%
Banca Nazionale del Lavoro S.p.A.
      New York Branch                           $10,000,000         4.132231404%
Bank Hapoalim B.M.                              $10,000,000         4.132231404%
Mellon Bank, N.A.                               $10,000,000         4.132231404%
Banca di Roma - Chicago Branch                  $8,500,000          3.512396694%
Wells Fargo Bank, National Association          $8,500,000          3.512396694%
BNP Paribas                                     $7,500,000          3.099173553%
The Bank of New York                            $7,500,000          3.099173553%

TOTAL                                           $242,000,000        100%
</TABLE>

<PAGE>

                                                                       EXHIBIT A

                           CONFIRMATION BY GUARANTORS

To the Administrative Agent and the Lenders under and as
    defined in the Credit Agreement referred to below

         Please refer to the Second Amended and Restated 364-Day Credit
Agreement dated as of August 29, 2002 (the "Second Restated Credit Agreement")
among Pentair, Inc. (the "Company"), various financial institutions and Bank of
America, N.A., as Administrative Agent. Capitalized terms used but not defined
herein are used as defined in the Second Restated Credit Agreement.

         Each of the undersigned hereby confirms to the Administrative Agent and
the Lenders that, after giving effect to the effectiveness of the Second
Restated Credit Agreement, the Subsidiary Guaranty (i) continues in full force
and effect as a guaranty of all obligations of the Company under the Second
Restated Credit Agreement and (ii) continues to be a legal, valid and binding
obligation of such undersigned, enforceable against such undersigned in
accordance with its terms, subject to bankruptcy, insolvency and similar laws
affecting the enforceability of creditors' rights generally and to general
principles of equity.

                  [Remainder of page intentionally left blank.]

<PAGE>

         IN WITNESS WHEREOF, each of the undersigned has caused this
Confirmation to be executed and delivered by its duly authorized representative
as of August 29, 2002.

                                       APLEX INDUSTRIES, INC.
                                       BIESEMEYER MANUFACTURING CORPORATION
                                       CENTURY MANUFACTURING CO.
                                       CODELINE CORPORATION
                                       COMPOOL, INC.
                                       DELTA INTERNATIONAL MACHINERY
                                              CORPORATION
                                       DEVILBISS AIR POWER COMPANY
                                       ELECTRONIC ENCLOSURES, INC.
                                       ESSEF CORPORATION
                                       FALCON MANUFACTURING, INC.
                                       FLECK CONTROLS, INC.
                                       HOFFMAN ENCLOSURES INC.
                                       LINCOLN AUTOMOTIVE COMPANY
                                       MCNEIL (OHIO) CORPORATION
                                       NATIONAL POOL TILE GROUP, INC.
                                       PENTAIR ENCLOSURES, INC.
                                       PENTAIR ELECTRONIC PACKAGING COMPANY
                                       PENTAIR POOL PRODUCTS, INC.
                                       PENTAIR PUMP GROUP, INC.
                                       PENTAIR TOOL & EQUIPMENT SALES CO.
                                       PENTAIR WATER TREATMENT COMPANY
                                       PORTER-CABLE CORPORATION
                                       RAINBOW ACQUISITION CORP.
                                       SANFORD TECHNOLOGIES
                                       SCHROFF, INC.
                                       STRUCTURAL AUSTRALIA
                                       WALKER DICKSON, INC.
                                       WEB TOOL & MANUFACTURING, INC.
                                       WTM, INC.

                                       By:_____________________________________
                                       Name: Louis L. Ainsworth
                                       Title:  Senior Vice President,
                                               General Counsel and Secretary

</TEXT>
</DOCUMENT>
