8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 30, 2001

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

370 Wabasha Street North, St. Paul, Minnesota	55102
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, include area code:  651-293-2233

(Not applicable)

(Former name or former address, if changed from last report.)

Item 2.  Acquisition or Disposition of Assets.

On November 30, 2001, Ecolab Inc., a Delaware corporation (the "Company") acquired the 50 percent of the Henkel-Ecolab joint venture ("Henkel-Ecolab") which the Company did not own, from its joint venture partner, Henkel KGaA, Dusseldorf, Germany ("Henkel") for a purchase price of 483,631,000 Euro (approximately $433,000,000 at November 30, 2001 exchange rates), subject to adjustment for post-closing adjustments and indemnity claims ("Purchase Price").  The Company and Henkel had jointly operated Henkel-Ecolab since July 1991.  The acquisition is referred to herein as the "Transaction."

Henkel-Ecolab provides cleaning and sanitizing systems and service solutions to institutional and industrial companies throughout Europe.  Offerings include detergents, sanitation cleaners, dispensing and measuring equipment, cleaning machines, training and service.  Customers include hotels and restaurants; foodservice, healthcare and educational facilities; light industry; dairy plants and farms, as well as food and beverage processors throughout Europe.

Prior to the Transaction, the Company accounted for its interest in Henkel-Ecolab under the equity method of accounting.  As a result of the Transaction, the legal entities constituting Henkel-Ecolab became wholly-owned entities of the Company's international operations. The assets, liabilities, revenues, expenses and cash flows of Henkel-Ecolab will be reflected in the Company's consolidated financial statements from the date of acquisition.

The Company paid the Purchase Price by issuing Euro-denominated notes to Henkel or its affiliates (the "Notes").  The Notes are due in 60 days, bear interest at a rate per annum of 3.73708 percent and are prepayable in full or in part.

The Company intends to retire these Notes at or prior to their maturity with proceeds from the issuance of U.S. dollar commercial paper supported by bank credit facilities.  The Company has entered into a 364-day Revolving Credit Facility in the amount of $175,000,000 and a 180-day Revolving Credit Facility in the amount of $275,000,000 (collectively, the "Credit Facilities") with a consortium of banks with Citicorp USA, Inc. as Agent for the banks.  The Credit Facilities will be available to repay the Notes or to support issuance of commercial paper for such purpose and for general corporate purposes.  The Company is considering the issuance of term debt at a later time to replace some of the commercial paper.

In connection with the Transaction, Henkel and the Company entered into a Second Amended and Restated Stockholder's Agreement (the "Stockholder's Agreement") containing certain restrictions pertaining to, among other things, Henkel's acquisition, transfer and voting of the Company's Common Stock.  In addition, Henkel is entitled to designate nominees for election to the Company's Board of Directors proportionate to its ownership of Common Stock (rounded down to the nearest whole number).  Currently, three Henkel-designated nominees serve on the Company's 11-member Board of Directors.  A copy of the Stockholder's Agreement is included in this Current Report on Form 8-K as Exhibit (4), and the description herein is qualified in its entirety by reference to the Stockholder's Agreement.

As a part of the Transaction, Henkel will continue for up to two years, subject to mutually agreed year-to-year extensions, to provide to the Company's European businesses certain services and arrangements which Henkel previously provided to Henkel–Ecolab prior to the Transaction on financial and other terms substantially similar to those in place on November 30, 2001. These include leased office space; certain accounting, finance, payroll, human resources, information and other administrative services; and contract manufacturing and supply agreements.

Pursuant to an Intellectual Property Agreement entered into in connection with the Transaction:  (i) Henkel transferred certain trademarks and patents used by Henkel-Ecolab to the Company and the Company granted a perpetual royalty-free license back to Henkel to use such transferred intellectual property outside of the cleaning and sanitizing field; and (ii) Henkel granted a perpetual (in a limited number of cases, the license for certain trademarks is limited to five years) royalty-free license to the Company to use certain other trademarks, patents and technology used by Henkel-Ecolab which were not transferred to the Company. The Intellectual Property Agreement is included in this Current Report on Form 8-K as Exhibit (10) and the description herein is qualified in its entirety by reference to the Intellectual Property Agreement.

At the time of the Transaction, Henkel reported that it beneficially owned approximately 27.6 percent of the Company's outstanding Common Stock ( 27.3 percent on a fully diluted basis).

A copy of the news release issued by the Company on November 30, 2001 is attached as Exhibit (99)A.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Current Report on Form 8-K contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements, which represent Ecolab's expectations or beliefs concerning various future events, include the expectation for refinancing the 60-day Notes, and are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ materially from those of such Forward-Looking Statements.  Ecolab's ability to initially refinance the 60-day Notes with commercial paper can be affected by then-prevailing market conditions when commercial paper would be issued.  Ecolab undertakes no duty to update these Forward-Looking Statements.

Item 7.  Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.
	(1)	Pursuant to General Instruction B(3) of Form 8-K, the Combined Balance Sheets as of November 30, 2000 and 1999 and the Combined Statements of Income and Comprehensive Income, of Cash Flows and of Equity for each of the three years in the period ended November 30, 2000 of Henkel-Ecolab, together with the related Report of Independent Accountants have been previously filed by the Company under Item 14 I(3) of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 1–9328).
	(2)	The following unaudited interim financial statements of Henkel-Ecolab and footnotes thereto are filed as a part of this Current Report on Form 8–K.
		(i)	The unaudited interim Combined Statements of Income and Comprehensive Income for the nine months ended August 31, 2001 and 2000.
		(ii)	The unaudited interim Combined Balance Sheet as of August 31, 2001.
		(iii)	The unaudited interim Combined Statements of Cash Flows for the nine months ended August 31, 2001 and 2000.
	(b)	Pro forma financial information.
		Pro forma financial information will be filed as soon as practicable, but in any event not later than 60 days after the date this Report on Form 8-K was required to be filed.
	(c)	Exhibits
		(2)A.	Master Agreement, dated December 7, 2000, between Ecolab Inc. and Henkel KGaA – Incorporated by reference to Exhibit 18 of HC Investments, Inc.'s and Henkel KGaA's Amendment No. 5 to Schedule 13D dated July 16, 1991.
		(2)B.	Amendment No. 1 to the Master Agreement, dated December 7, 2000, between Ecolab Inc. and Henkel KGaA – Incorporated by reference to Exhibit (10)A of the Company's Form 10-Q for the quarter ended September 30, 2001.
		(4)	Second Amended and Restated Stockholder's Agreement between Henkel KGaA and Ecolab Inc., dated November 30, 2001.
		(10)	Intellectual Property Agreement dated November 30, 2001, between Ecolab Inc. and Henkel KGaA.
		(99)A.	News Release dated November 30, 2001.
		(99)B.	Credit Agreement (364 Day Facility) dated December 7, 2001, among the Company, the banks parties thereto (the “Banks”) and Citicorp USA, Inc., as Agent for the Banks.
		(99)C.	Credit Agreement (180 Day Facility) dated December 7, 2001, among the Company, the banks parties thereto (the “Banks”) and Citicorp USA, Inc., as Agent for the Banks.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ECOLAB INC.
By:	/s/Kenneth A. Iverson
	Kenneth A. Iverson
	Vice President and Secretary

Date:  December 12, 2001

Henkel-Ecolab

Combined Statements of Income and Comprehensive Income

	Nine Months ended		Nine Months ended
(Thousands EUR)	August 31, 2001		August 31, 2000
	(unaudited)		(unaudited)
Net Sales	720,297		685,724
Cost of Sales	320,913		299,544
Selling, General and Administrative Expenses	336,436		318,945
Royalties to Parents	5,676		5,479
Operating Income	57,272		61,756
Other Income (Expense), net	369		(344	)
Income before Income Taxes	57,641		61,412
Provision for Income Taxes	23,131		26,478
Net Income	34,510		34,934
Other Comprehensive Income (Expense), net of Tax	(2,742	)	5,094
Comprehensive Income	31,768		40,028

See accompanying Notes to Combined Financial Statements

Henkel-Ecolab

Combined Balance Sheet

	August 31,
(Thousands EUR)	2001
	(unaudited)
Assets
Cash and Cash Equivalents	5,349
Accounts Receivable, net	225,200
Accounts Receivable from Related Parties	4,332
Loans to Related Parties	497
Inventories	125,657
Prepaid Expenses and Other Current Assets	37,133
Deferred Taxes	5,000
Current Assets	403,168
Property, Plant and Equipment, net	96,664
Intangible and Other Assets, net	60,202
Deferred Taxes	10,848
Total Assets	570,882
Liabilities and Equity
Accounts Payable	66,009
Accounts Payable to Related Parties	12,106
Loans from Related Parties	-
Accrued Liabilities	114,528
Income Taxes Payable	30,835
Deferred Taxes	1,181
Current Portion of Long Term Debt	2,014
Short Term Debt	25,762
Current Portion of Employee Benefit Obligations	5,145
Current Liabilities	257,580
Contingent Liabilities
Employee Benefit Obligations, less Current Portion	70,513
Long Term Debt, less Current Maturities	-
Deferred Taxes	3,985
Combined Equity
Contributed Capital	85,906
Retained Earnings	157,779
Other Accumulated Comprehensive Income	(4,881	)
	238,804
Total Liabilities and Equity	570,882

See accompanying Notes to Combined Financial Statements

Henkel-Ecolab

Combined Statements of Cash Flows

	Nine Months ended		Nine Months ended
(Thousands EUR)	August 31, 2001		August 31, 2000
	(unaudited)		(unaudited)
Net Income	34,510		34,934
Adjustments to Reconcile Net Income to CashProvided by Operating Activities
Depreciation and Amortization	33,966		32,252
Equity in Income of Affiliated Company	(958	)	(732	)
Provision for Doubtful Accounts	5,215		2,561
Gain on Sale of Property and Equipment	(139	)	(191	)
Deferred Income Taxes	1,049		(555	)
Changes in Operating Assets and Liabilities
Increase in Accounts Receivable	(7,773	)	(10,746	)
Decrease in Accounts Receivable from Related Parties	4,499		2,145
Increase in Inventories	(23,161	)	(2,405	)
Decrease  in Accounts Payable and Accrued Liabilities	(4,250	)	(9,900	)
Increase in Accounts Payable to Related Parties	1,443		434
Increase in Income Taxes Payable	1,197		5,610
Increase in Prepaid Expenses and Other Current Assets	(6,151	)	(18,838	)
Increase in Employee Benefit Obligations	1,541		4,207
Cash Provided by Operating Activities	40,988		38,776
Investing Activities
Expenditures for Property and Equipment	(30,036	)	(30,212	)
Expenditures for Intangible and Other Assets	(1,532	)	(3,309	)
Proceeds from Sale of Property and Equipment	1,787		7,333
Cash Used for Investing Activities	(29,781	)	(26,188	)
Financing Activities
Proceeds from Bank Debt, net	18,830		4,034
Increase in Loans from Related Parties	175		3,812
Decrease in Loans to Related Parties	5,542		5,183
Dividends paid	(37,636	)	(32,111	)
Cash Used for Financing Activities	(13,089	)	(19,082	)
Effect of Exchange Rate Changes	163		5,813
Decrease in Cash and Cash Equivalents	(1,719	)	(681	)
Cash and Cash Equivalents at Beginning of Period	7,068		6,037
Cash and Cash Equivalents at End of Period	5,349		5,356

See accompanying Notes to Combined Financial Statements

Henkel-Ecolab

Footnotes to the Combined Financial Statements (Unaudited)

1. COMBINED FINANCIAL STATEMENTS

The unaudited combined balance sheet as of August 31, 2001 and the related combined statements of income and comprehensive income and of cash flows for the nine months ended August 31, 2001 and August 31, 2000, reflect, in the opinion of management, all adjustments necessary for a fair presentation of the financial condition and results of operations for the interim periods. The results of operations for any interim period are not necessarily indicative of results for the full year.  The unaudited combined financial statements should be read in conjunction with the Company’s combined financial statements and notes thereto for the year ended November 30, 2000.

2. ADOPTION OF NEW ACCOUNTING STANDARDS

In the first quarter, the Company adopted FAS 133 ”Accounting for Derivative Financial Instruments and Hedging Activities”. The impact was immaterial to the combined financial statements.

The Company intends to adopt Emerging Issues Task Force Issue No. 00-10 “Accounting for Shipping and Handling Fees and Costs” in the fourth quarter.  The Company currently records shipping and handling costs within selling, general and administrative expenses.  These costs, which approximate 60 million Euros, will be reclassified to cost of goods sold in the year-end accounts and the prior year’s results will be adjusted to conform to the new presentation.

3. ADOPTION OF NEW CURRENCY REPORTING

Prior to April 1, 2001, Henkel-Ecolab prepared and reported its combined financial statements in Deutsche Marks (”DM”). Beginning April 1, 2001, Henkel-Ecolab presented its combined financial statements as of and for the quarter ended May 31, 2001 in Euro (”EUR”). Accordingly figures for 2000 are shown in EUR using the Official Fixed Exchange Rate of 1 EUR = DM 1.95583. Henkel-Ecolab’s 2000 Euro combined financial statements depict the same trends as would have been presented if it had continued to present its Combined Financial Statements in Deutsche Marks. The Company’s Combined Financial Statements will however not be comparable to the Euro financial statements of other companies that previously reported their financial information in a currency other than Deutsche Marks.

4. BALANCE SHEET INFORMATION

(Thousands EUR)	August 31,
	2001
	(unaudited)
Accounts Receivable, net
Accounts Receivable, Trade	239,131
Allowance for Doubtful Accounts	(13,931	)
	225,200
Inventories
Raw Materials	24,299
Work in Process	6,769
Finished Goods	94,589
Total	125,657
Property, Plant and Equipment, net
Land	2,306
Buildings and Improvements	38,366
Machinery and Equipment	86,781
Merchandising Equipment, Furniture and Fixtures	192,528
Construction in Progress	4,225
	324,206
Accumulated Depreciation and Amortization	(227,542	)
Total	96,664
Intangible and Other Assets, net
Goodwill on Acquisitions prior to July 1,1991	10,707
Goodwill on Acquisitions after July 1,1991	55,523
Other Intangible Assets, including Capitalized
Computer Software	46,180
Additional Minimum Pension Liability	2,059
	114,469
Accumulated Amortization	(62,254	)
Total Intangible Assets, net	52,215
Other Assets, net	7,987
Total	60,202

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION	METHOD OF FILING
(2)A.	Master Agreement, dated December 7, 2000 between Ecolab Inc. and Henkel KGaA – Incorporated by reference to Exhibit 18 of HC Investments, Inc.'s and Henkel KGaA's Amendment No. 5 to Schedule 13D dated July 16, 1991.	Incorporated by reference to Exhibit 18 of HC Investments, Inc.'s and Henkel KGaA's Amendment No. 5 to Schedule 13D dated July 16, 1991.
(2)B.	Amendment No. 1 to the Master Agreement, dated December 7, 2000, between Ecolab Inc. and Henkel KGaA – Incorporated by reference to Exhibit (10)A of the Company's Form 10-Q for the quarter ended September 30, 2001.	Incorporated by reference to Exhibit (10)A of the Company's Form 10-Q for the quarter ended September 30, 2001.
(4)	Second Amended and Restated Stockholder's Agreement between Henkel KGaA and Ecolab Inc. dated November 30, 2001.	Filed herewith electronically.
(10)	Intellectual Property Agreement dated November 30, 2001 between Ecolab Inc. and Henkel KGaA.	Filed herewith electronically.
(99)A.	Ecolab Inc. News Release dated November 30, 2001.	Filed herewith electronically.
(99)B.	Credit Agreement (364 Day Facility) dated December 7, 2001, among the Company, the banks parties thereto (the “Banks”) and Citicorp USA, Inc., as Agent for the Banks.	Filed herewith electronically.
(99)C.	Credit Agreement (180 Day Facility) dated December 7, 2001, among the Company, the banks parties thereto (the “Banks”) and Citicorp USA, Inc., as Agent for the Banks.	Filed herewith electronically.

EX-4

SECOND AMENDED AND RESTATED STOCKHOLDER'S AGREEMENT

SECOND AMENDED AND RESTATED STOCKHOLDER'S AGREEMENT (the "Agreement"), dated as of November 30, 2001, between Ecolab Inc., a Delaware corporation (the "Company"), and Henkel Kommanditgesellschaft auf Aktien, organized under the laws of the Federal Republic of Germany (the "Stockholder").

                                WHEREAS, the Stockholder and the Company entered into the Amended and Restated Stockholder's Agreement, dated as of June 26, 1991 (the "Original Stockholder's Agreement"), in connection with the combination of their European and certain other cleaning and sanitizing businesses in a joint venture (the "Joint Venture");

                                WHEREAS, the Company and the Stockholder have entered into the Master Agreement, dated as of December 7, 2000 (the "Master Agreement" and, together with certain other agreements contemplated thereby, the "Transaction Agreements"), relating to a transaction involving the Company's and the Stockholder's interests in the Joint Venture (the "Transaction"); and

                                WHEREAS, in connection with the consummation of the Transaction, the Company and the Stockholder desire to amend and restate in its entirety the Original Stockholder's Agreement as set forth herein.

                                NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Transaction Agreements and intending to be legally bound hereby, the parties hereto agree as follows:

1.                             Section   The Company's Representations and Warranties.

                                The Company represents and warrants to the Stockholder as follows:

(a)                                                       The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b)                                                       The Company has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

 (c)                                                      This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought; and

(d)                                                       The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the Restated Certificate of Incorporation or By-Laws of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the Company is a party or by which the Company or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body (each, an "Authority") to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would impair the ability of the Company to perform its obligations hereunder.

2.                             Section   The Stockholder's Representations and Warranties.

                                The Stockholder represents and warrants to the Company as follows:

(a)                                                       The Stockholder is a Kommanditgesellschaft auf Aktien validly existing under the laws of the Federal Republic of Germany;

(b)                                                       The Stockholder has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(c)                                                       This Agreement has been duly and validly authorized, executed and delivered by the Stockholder, and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought;

(d)                                                       Except for 35,345,976 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"), and the associated rights to purchase shares of the Company's Series A Junior Participating Preferred Stock under the Company's Stockholder Rights Plan (the "Rights Plan"), beneficially owned as of the date hereof and the right to acquire additional shares pursuant to the terms of this Agreement and the Rights Plan (the Common Stock beneficially owned by the Stockholder, together with any equity securities of the Company acquired by the Stockholder during the Agreement Period (as hereinafter defined), are sometimes collectively referred to herein as the "Shares"), neither the Stockholder nor any of its Affiliates (for the purposes of this Agreement, the term "Affiliates" shall be defined as such term is defined on the date hereof under the rules and regulations promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), provided that for purposes of this Agreement the Company and the Stockholder shall not be deemed to be Affiliates of each other), (i) beneficially owns any equity securities of the Company entitled to vote at any meeting of stockholders of the Company ("Voting Securities" which, for purposes of this Agreement, shall be deemed to be outstanding only if actually entitled to vote at the time the calculation of outstanding Voting Securities is to be made) or (ii) possesses any rights to acquire any Voting Securities;

(e)                                                       The Stockholder is an "accredited investor" within the meaning of Regulation D under the Securities Act, and it is acquiring the Shares for its own account and not with a view to the public distribution thereof; and

(f)                                                        The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the charter or by-laws of the Stockholder, any law, rule or regulation, or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the Stockholder is a party or by which the Stockholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the Stockholder or any of its properties is subject , the effect of any of which, either individually or in the aggregate, would impair the ability of the Stockholder to perform its obligations hereunder.

3.                             Section   Covenants and Agreements of the Stockholder.

(a)                                                       During the Agreement Period (as defined below), except (i) by way of stock dividend, stock split, reorganization, recapitalization, merger, consolidation or other like distributions made available to holders of Common Stock generally or (ii) as specifically permitted by the terms of this Agreement or the Rights Plan, the Stockholder will not, and will cause each of its Affiliates not to, acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or exercise any attribute of beneficial ownership (as defined on the date hereof in Rule 13d-3 of the Commission under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) with respect to, any equity securities of the Company, or direct or indirect rights or options to acquire (through purchase, exchange, conversion or otherwise) any equity securities of the Company.  The term "Agreement Period" means the period beginning on the date hereof and ending on the date that the Stockholder and its Affiliates beneficially own less than 2% of the outstanding Voting Securities.

(b)                                                       During the Agreement Period, except (i) upon the prior written invitation of the Company and (ii) as otherwise specifically permitted by this Agreement, the Stockholder will not, directly or indirectly, through one or more intermediaries or otherwise, and will cause each of its Affiliates not to, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are used within the meaning of Section 13(d)(3) of the 1934 Act, which meanings shall apply for all purposes of this Agreement):

(i)                                                              make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the 1934 Act) with respect to any Voting Securities (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the 1934 Act) with respect to the Company or seek to advise, encourage or influence any person or entity with respect to the voting of any Voting Securities; provided, however, that the Stockholder shall not be prevented hereunder from being a "participant" in support of the management of the Company, by reason of the membership of the Stockholder's designees on the Company's Board of Directors or the inclusion of the Stockholder's designees on the slate of nominees for election to the Board of Directors proposed by the Company;

(ii)                                                   initiate, propose or otherwise solicit, or participate in the solicitation of, stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the 1934 Act or knowingly induce any other individual or entity to initiate any stockholder proposal relating to the Company;

(iii)                                                  form, join or in any way participate in a "group," act in concert with any other person or entity or otherwise take any action or actions which would cause it to be deemed a "person" (for purposes of Section 13(d) of the 1934 Act) (other than to the extent it is a "person" at the time of consummation of the transactions contemplated by the Transaction Agreements and this Agreement), with respect to any equity securities of the Company;

(iv)                                                  participate in or encourage the formation of any group which owns or seeks or offers to acquire beneficial ownership of securities of the Company or rights to acquire such securities or which seeks or offers to affect control of the Company or for the purpose of circumventing any provision of this Agreement;

(v)                                                   solicit, seek or offer to effect, negotiate with or provide any information to any party with respect to, make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board of Directors of the Company, to any director or officer of the Company or to any other stockholder of the Company with respect to, or otherwise formulate any plan or proposal or make any public announcement, proposal, offer or filing under the 1934 Act, any similar or successor statute or otherwise, or take action to cause the Company to make any such filing, with respect to: (A) any form of business combination or transaction involving the Company (other than transactions contemplated by this Agreement, including, without limitation, giving the Company an Offer (as hereinafter defined) pursuant to Section 5(c) hereof) or any Affiliate thereof, including, without limitation, a merger, exchange offer or liquidation of the Company's assets, (B) any form of restructuring, recapitalization or similar transaction with respect to the Company or any Affiliate thereof, including, without limitation, a merger, exchange offer or liquidation of the Company's assets, (C) any acquisition or disposition of assets material to the Company, (D) any request to amend, waive or terminate the provisions of this Agreement or (E) any proposal or other statement inconsistent with the terms of this Agreement; provided, however, that the Stockholder and its Affiliates may discuss the affairs and prospects of the Company, the status of the Stockholder's investment in the Company and any of the matters described in clauses (A) through (E) of this paragraph at any time, and from time to time, with the Board of Directors of the Company or any director or executive officer of the Company and the Stockholder may discuss any matter, including any of the foregoing, with its outside legal and financial advisors, if as a result of any such discussions the Stockholder is not required to make, and does not make, any public announcement or filing under the 1934 Act otherwise prohibited by this Agreement as a result thereof.  Notwithstanding this clause (v) but subject to Section 3(c)(i),

                                                  (x)        after December 31, 2010, the Stockholder may make one written proposal (as may be modified or amended to respond to the Board of Directors of the Company or to competition from third parties) to the Board of Directors of the Company to acquire all, but not less than all, of the outstanding equity securities of the Company, which proposal shall provide, among other things, that the management headquarters of the cleaning and sanitizing business would be maintained in St. Paul, Minnesota for a period of no less than ten years from the consummation of any such proposed acquisition; the Stockholder may make one second written proposal (as may be modified or amended to respond to the Board of Directors of the Company or to competition from third parties), only after 18 months have elapsed after the date the first proposal was first made, to the Board of Directors of the Company to acquire all, but not less than all, of the outstanding equity securities of the Company, which proposal shall provide, among other things, that the management headquarters of the cleaning and sanitizing business would be maintained in St. Paul, Minnesota for a period of no less than ten years from the consummation of any such proposed acquisition; the Stockholder may make one third written proposal (as may be modified or amended to respond to the Board of Directors of the Company or to competition from third parties), only after 36 months have elapsed after the date the second proposal was first made, to the Board of Directors of the Company to acquire all, but not less than all, of the outstanding equity securities of the Company, which proposal shall provide, among other things, that the management headquarters of the cleaning and sanitizing business would be maintained in St. Paul, Minnesota for a period of no less than ten years from the consummation of any such proposed acquisition; and, thereafter, the Stockholder may make additional written proposals (as may be modified or amended to respond to the Board of Directors of the Company or to competition from third parties), provided that each such proposal may be made only after five years have elapsed after the date the immediately preceding proposal was first made, to the Board of Directors of the Company to acquire all, but not less than all, of the outstanding equity securities of the Company, which proposal shall provide, among other things, that the management headquarters of the cleaning and sanitizing business would be maintained in St. Paul, Minnesota for a period of no less than ten years from the consummation of any such proposed acquisition; provided, however, that any material breach by the Stockholder of any material provision of this Section 3(b)(v)(x) shall automatically terminate the Stockholder's right to make any additional proposals pursuant to this Section 3(b)(v)(x);

                                                  (y)       if at any time during the Agreement Period the Board of Directors causes the Company to enter into a definitive agreement providing for the issuance of shares of its equity securities in a single transaction or series of related transactions that would cause the Stockholder's and its Affiliates' percentage ownership of Voting Securities immediately prior to such transaction to be reduced by greater than 50%, then the Stockholder may make, within 90 days of the Company's announcement of entering into such an agreement, one written proposal (as may be modified or amended to respond to the Board of Directors of the Company or to competition from third parties) to the Board of Directors of the Company to acquire all, but not less than all, of the outstanding equity securities of the Company, which proposal shall provide, among other things, that the management headquarters of the cleaning and sanitizing business would be maintained in St. Paul, Minnesota for a period of no less than ten years from the consummation of any such proposed acquisition; and

                                                  (z)        in connection with any written proposal permitted by clause (x) or (y) above, the Stockholder may make such filings with Authorities which, in the good faith judgment of the Stockholder based upon the written advice of outside counsel to the Stockholder for the respective jurisdiction, are required by law in connection with making a proposal permitted by clauses (x) or (y) above;

(vi)                                                  otherwise act, alone or in concert with others (including by providing financing for another party), to seek or offer to control or influence, in any manner, the management, Board of Directors or policies of the Company; provided, however, that this provision shall not prevent the Stockholder's designees from participating in, or otherwise seeking to affect the outcome of, discussions and votes of the Board of Directors of the Company with respect to matters coming before it; or

(vii)                                                 knowingly instigate or encourage any third party to take any of the actions enumerated in this Section 3(b).

(c)                                                       During the Agreement Period, except as permitted by Section 5(a)(ii) hereof, the Stockholder will not

(i)                                                             merge with or into, or consolidate or combine with, any other corporation unless (A) the Stockholder is the surviving corporation or the surviving or newly created corporation and its Affiliates and any person controlling it and any such controlling person's Affiliates agree in writing to be bound by this Agreement, including Section 11 hereof, and (B) after consummation of the transaction, the surviving or newly created corporation and its Affiliates and any person controlling it and any such controlling person's Affiliates do not beneficially own Voting Securities in excess of the Permitted Percentage (as hereinafter defined); provided, however, that the Stockholder shall not be in violation of this Section 3(c)(i) if after consummation of a transaction such persons beneficially own Voting Securities in excess of the Permitted Percentage if all of the following conditions are satisfied:

                                                  (x)        Voting Securities held by such persons are agreed in writing to be subject to all of the provisions of this Agreement as if they were Shares held by the Stockholder;

                                                  (y)       such persons cause Voting Securities held in excess of the Permitted Percentage to be sold, transferred or disposed of as if they were Shares subject to the provisions of this Agreement within 270 days of the date of the consummation of the transaction; and

                                                  (z)        from the earliest date an agreement with the Stockholder relating to such a transaction is entered into until the provisions of clause (y) above are satisfied, the Stockholder may not make, continue or pursue any proposal otherwise permitted by Section 3(b)(v)(x) or Section 3(b)(v)(y) and must terminate any such proposal previously made and not yet terminated; or

(ii)                                                   liquidate, dissolve or otherwise make a distribution of all of its assets to its stockholders unless, after such liquidation or other distribution, each person receiving equity securities of the Company in such liquidation or other distribution and each of such person's Affiliates and each person controlling such person and each of such controlling person's Affiliates does not beneficially own equity securities of the Company representing 2% or more of the total outstanding equity securities of the Company.

(d)                                                       During the Agreement Period, the Stockholder and its Affiliates shall be present, in person or by proxy, and without further action hereby agree that they shall be deemed to be present, at all meetings of stockholders of the Company so that all Voting Securities beneficially owned by the Stockholder and its Affiliates shall be counted for purposes of determining the presence of a quorum at such meetings.  During the Agreement Period, all Voting Securities beneficially owned by the Stockholder and its Affiliates shall be voted by the Stockholder and its Affiliates, at the option of the Stockholder, either in accordance with the recommendation or direction of the Company's Board of Directors or pro rata in the same manner and proportion that votes of the stockholders of the Company, other than the Stockholder's and its Affiliates' votes and the votes of all executive officers and directors of the Company and of the members of their immediate families, have been cast; provided, however, that the Stockholder and its Affiliates shall cast their votes in accordance with the recommendation of the Company's Board of Directors (i) in all elections of directors of the Company in which the designees of the Stockholder are included in the slate of nominees in accordance with the terms of this Agreement and (ii) on all matters (A) submitted to the vote of stockholders of the Company which have been proposed by any stockholder or stockholders, (B) affecting or regarding the compensation or benefits of directors, officers or employees of the Company and (C) relating to matters concerning the continued independent, publicly traded nature of the Company or any potential change in control of the Company (other than the matters set forth in items (V) - (X) below) or concerning federal or state statutes relating to such matters; and provided further, that the Stockholder and its Affiliates may vote the Voting Securities owned by them as the Stockholder determines in its sole discretion with respect to any of the following transactions initiated by the Board of Directors of the Company which are presented at a meeting of stockholders of the Company for their approval (any such transaction being referred to herein as a "Strategic Transaction"): (V) any disposition of the Company (by way of merger, sale of assets or otherwise) or a substantial part of its assets, (W) any recapitalization of the Company (other than a recapitalization for the purpose of forming a holding company or to effect a change in the Company's state of incorporation), (X) any liquidation of, or consolidation involving, the Company, (Y) any increase in the Company's authorized shares or other amendment to the Restated Certificate of Incorporation or By-Laws of the Company or (Z) any transaction not otherwise provided for in this paragraph (d) that could reasonably be expected to have a material effect on the Stockholder's investment in the Shares.  Notwithstanding anything to the contrary in this Agreement, in the event that the Stockholder exercises a right provided it under this Agreement which may require a vote of the stockholders of the Company, the Stockholder and its Affiliates shall be present, in person or by proxy, and shall vote all Voting Securities beneficially owned by the Stockholder and its Affiliates in accordance with the recommendation of the Company's Board of Directors so as to facilitate the exercise of such right.

4.                             Section   The Stockholder's Right to Purchase; Dilution Provisions.

(a)                                                       If, during the Agreement Period, the Company issues any additional Voting Securities (an "Additional Issuance"), except for issuances pursuant to (i) any presently outstanding stock option, warrant, convertible security or other right to purchase shares of any equity securities of the Company, (ii) any benefit plan or other employee or director arrangement, (iii) an employee stock ownership plan not in excess of 10% of the outstanding Voting Securities or (iv) any stock split, stock dividend or similar distribution made available to holders of Common Stock generally (each a "Permitted Issuance"), then the Stockholder shall be entitled to purchase from the Company during the 90-day period following the date on which the Company has given the Stockholder written notice of the occurrence of the Additional Issuance, at the then Market Price (as hereinafter defined) of the Shares, that number of shares of Voting Securities obtained by calculating, on the third business day prior to the closing date of such purchase, (1) the product of (A) the quotient of (x) the number of shares of Voting Securities owned by the Stockholder immediately prior to the Additional Issuance divided by (y) the aggregate number of outstanding shares of Voting Securities immediately prior to the Additional Issuance and (B) the aggregate number of shares of Voting Securities being issued by the Company in the Additional Issuance reduced by the number of Voting Securities acquired by the Company from the date of the Additional Issuance until the third business day prior to the closing date of such purchase, rounded up to the nearest whole share and (2) subtracting from such product the number of shares of Voting Securities, if any, issued to, or purchased by, the Stockholder and its Affiliates in such Additional Issuance and the number of shares of Voting Securities otherwise acquired by the Stockholder and its Affiliates during the period beginning on the date of the Additional Issuance until the third business day prior to the closing date of such purchase; provided, however, that the Stockholder shall not have the right to acquire any shares of Voting Securities pursuant to this Section 4(a) to the extent that the acquisition of such shares would result in the Stockholder owning more than the Permitted Percentage of outstanding Voting Securities; provided further, however that the failure of the Company to give written notice of the occurrence of the Additional Issuance shall not prevent the Stockholder from exercising its rights hereunder if it shall otherwise become aware of the occurrence of the Additional Issuance.

(b)                                                       The Stockholder may purchase (i) from time to time, in the open market or in privately negotiated transactions, up to an aggregate number of shares of Voting Securities which, when added to the shares of Voting Securities then beneficially owned by the Stockholder and its Affiliates, would result in the Stockholder and its Affiliates beneficially owning no more than 35% of the then outstanding shares of Voting Securities (the "Permitted Percentage") and (ii) subject to Section 5(b) hereof, such equity securities from the Company as it may be permitted to purchase under the Rights Plan as a result of its ownership of Common Stock.

(c)                                                       (1)  If within any consecutive 24-month or less period (a "Measuring Period") during the Agreement Period the Company issues additional Voting Securities (other than Voting Securities issued (i) pursuant to a Permitted Issuance, (ii) pursuant to the Rights Plan, (iii) to the Stockholder or its Affiliates or (iv) pursuant to a transaction or an issuance that a majority of the members of the Board of Directors of the Company designated by the Stockholder do not vote against) in an aggregate amount (reduced by any Voting Securities acquired by the Company during the Measuring Period) that would cause, solely as a result of such issuances, the percentage ownership of Voting Securities of the Stockholder (including, for the purpose of calculating such percentage ownership, Voting Securities acquired by the Stockholder pursuant to Section 4(a) hereof during the Measurement Period, but excluding Voting Securities sold by the Stockholder) as of the end of the Measuring Period to be reduced by more than 25% of its holding at the beginning of the Measuring Period (the date such reduction first occurs being a "Dilution Date"), then for 60 days commencing on the date on which the Company has given the Stockholder written notice of the occurrence of a Dilution Date, the Stockholder shall have the right to request by written notice that the Company repurchase all of its Shares or otherwise sell its Shares as provided in subparagraph (3) of this Section 4(c) (the "Stockholder Election"); provided, however, that the failure of the Company to give written notice of the occurrence of a Dilution Date shall not prevent the Stockholder from exercising its rights hereunder if it shall otherwise become aware of the occurrence of a Dilution Date; provided further, that no Dilution Date shall be deemed to have occurred if, during the Measuring Period, the Stockholder shall have sold, in the aggregate, more than twenty (20%) of its Shares based on its holding of Shares at the beginning of the Measuring Period; and provided further, that the Stockholder may exercise a Stockholder Election only once during the Agreement Period.

                                                            (2)  In the event that the Stockholder determines not to exercise the Stockholder Election within 60 days after its receipt of notice of the occurrence of a Dilution Date, a new Measuring Period shall commence, and none of the issuances of Voting Securities by the Company during the prior Measuring Period shall be taken into account in the new Measuring Period.

                                                            (3)  If the Stockholder exercises the Stockholder Election, the Company shall be obligated, in its sole discretion, to (i) purchase some or all of the Shares from the Stockholder at a per Share price equal to the average closing price of the Common Stock on the New York Stock Exchange for the 15 trading days prior to and including the Dilution Date (the "Dilution Date Price") pursuant to the terms of subparagraph (v) below and/or (ii) direct the Stockholder to sell the Shares pursuant to the terms of subparagraph (w) below.  The Stockholder shall receive, within a period of 24 months commencing on the date the Company receives the Stockholder Election (the "Payment Period"), the Dilution Date Price, plus interest accruing from the date the Payment Period begins to the date of payment for such Shares at the prime rate as determined by Citibank, N.A. (the "Prime Rate"), less any dividends paid on the Shares during the Payment Period, multiplied by the total number of Shares owned by the Stockholder (the "Guaranteed Amount"), as follows:

                                                                  (v)       the Company may, in its sole discretion, at any time and from time to time during the Payment Period, purchase some or all of the Shares from the Stockholder at a per Share price equal to the Dilution Date Price, plus interest accruing from the date the Payment Period begins to the date of payment for such Shares at the Prime Rate, less any dividends paid on the Shares during the Payment Period;

                                                                  (w)      the Stockholder shall sell Shares at such times and in such amounts as the Company shall instruct in one or more private transactions arranged by the Company or in underwritten secondary public offerings in accordance with Section 5(a)(vi) hereof;

                                                                  (x)        to the extent that, by the earlier of the end of the Payment Period or the date when the Stockholder no longer owns any Shares, the aggregate payments received by the Stockholder for the sale of its Shares pursuant to subparagraphs (v) and/or (w) above do not equal the Guaranteed Amount, the Company shall pay to the Stockholder an amount of consideration, in, at the Company's sole discretion, (A) cash and/or (B) in the form of equity securities of the Company or any other consideration that would not result in any Shares held by the Stockholder being classified as a "redeemable equity security" pursuant to the Commission's Accounting Series Release No. 268, having a value equal to the Guaranteed Amount minus the aggregate payments actually received by the Stockholder during the Payment Period;

                                                                  (y)       as of the time, and to the extent, that the aggregate payments received by the Stockholder for the sale of its Shares pursuant to subparagraphs (v) and (w) above exceeds the Guaranteed Amount, the Stockholder shall promptly pay the Company such excess amount, and, to the extent that the Stockholder then still owns any Shares, the Stockholder shall transfer to the Company such remaining Shares; and

                                                                  (z)        during the Payment Period, the Stockholder shall not acquire beneficial ownership of any additional equity securities of the Company, and, other than pursuant to the terms of this Section 4(c), the Stockholder shall not, without the Company's prior written consent, dispose of any Shares.

                                                            (4)  The Company may terminate its obligations pursuant to this Section 4(c) if the Stockholder shall fail in any material respect to comply with any of its material obligations under this Agreement as such alleged failure is set forth in the Company's written notice to the Stockholder unless, if the failure can be cured, within 30 days of such notice the Stockholder has cured the failure to comply.

5.                             Section   Dispositions of Shares and the Company's Right of First Refusal.

(a)                                                       Except as otherwise provided in this Section 5, during the Agreement Period and subject to the provisions of Sections 5(b) and 5(c) hereof, the Stockholder will not sell, transfer, pledge, encumber or dispose of, directly or indirectly, any Shares except:

(i)                                                              to the Company or in a transaction approved by the Board of Directors of the Company;

(ii)                                                   to an Affiliate of the Stockholder provided that such Affiliate agrees to be bound by this Agreement;

(iii)                                                  in any transaction permitted by Section 3(c) hereof;

(iv)                                                  to a person other than the Stockholder or any Affiliate of the Stockholder (a "Third Person") pursuant to Rule 144 under the Securities Act; provided, however, that (A) the Stockholder will use all reasonable efforts to insure that such Third Person and such Third Person's Affiliates, or any group such Third Person may be a member of shall not hold in the aggregate more than 2% (any such Third Person who would hold in excess of such limit being referred to herein as a "Prohibited Holder") of the outstanding Voting Securities after such transaction or (B) such Third Person agrees in writing to be bound by the terms of this Agreement and the Board of Directors of the Company approves such transaction;

(v)                                                   in a valid private placement to a person that (A) the Stockholder reasonably believes after due inquiry would not be a Prohibited Holder following such transaction and obtains a written representation from the purchaser to that effect or (B) agrees in writing to be bound by the terms of this Agreement and the Board of Directors approves such transaction;

(vi)                                                  pursuant to an underwritten public offering under the Securities Act in accordance with the terms for registration rights attached hereto as Exhibit A, pursuant to which the managing underwriter agrees to effect the sale of the Voting Securities in a manner which will effect a broad distribution thereof and provided that the Stockholder shall use all reasonable efforts to insure that no sales of Voting Securities are made to any Prohibited Holder (other than the underwriters or any selected dealers);

(vii)                                                 pursuant to any tender or exchange offer made pursuant to Section 14(d) of the 1934 Act by a person with respect to which the Company does not recommend rejection (it being understood that the Stockholder may not tender its Shares pursuant to such tender or exchange offer until the Company has publicly taken a position with respect to such offer or has stated that it will remain neutral or is unable to take a position with respect thereto) in accordance with Rule 14e-2 of the 1934 Act, any successor regulation or otherwise;

(viii)                                                to a bona fide financial institution in connection with the grant of a pledge or other encumbrance securing a bona fide loan so long as the pledgee agrees in writing prior to the execution of the pledge that upon any transfer to the pledgee of any Shares upon any foreclosure, such Shares and the pledgee thereof will remain and become subject to the restrictions contained in this Agreement; or

(ix)                                                   in any transaction permitted by Section 4(c) hereof.

The Stockholder shall give the Company notice promptly upon the disposition hereunder of any Shares.  Purchases, transfers or other distributions of Shares in violation of the provisions of this Agreement shall be null and void, and the Shares subject to such purchase, transfer or other disposition shall remain subject to this Agreement.

(b)                                                       If at any time the Company repurchases or acquires any outstanding Voting Securities by means of a share repurchase program, a self tender offer or otherwise (a "Share Repurchase") or the Stockholder acquires Voting Securities pursuant to the Rights Plan such that the percentage of outstanding Voting Securities owned by the Stockholder and its Affiliates is greater than the Permitted Percentage and the Company so requests by written notice to the Stockholder, the Stockholder shall, or shall cause its Affiliates to, sell, within six months after the date on which the Stockholder receives the Company's written notice, Voting Securities as required in accordance with the terms of this Agreement so that the percentage of outstanding shares of Voting Securities owned by the Stockholder and its Affiliates shall not exceed the Permitted Percentage; provided, however, that the Stockholder and its Affiliates shall use all reasonable efforts to insure that sales of Voting Securities are not made to any Prohibited Holder; provided further, however, that if the Stockholder or any of its Affiliates is required to dispose of Shares pursuant to this Section 5(b) and such disposition during such six-month period would result in liability to the Stockholder or such Affiliate under Section 16(b) of the 1934 Act or any similar statute that may replace it, then the six-month period during which the Stockholder or such Affiliate shall be required to dispose of Shares pursuant to this Section 5(b) shall begin on the first date on which the Stockholder and such Affiliate may dispose of Shares without incurring liability under Section 16(b) of the 1934 Act as a result of such disposition.  If the Stockholder and its Affiliates fail to reduce their holdings of Voting Securities within six months after the Company so requests in connection with a Share Repurchase (or such longer period not to exceed seven (7) months as provided in the second proviso to the preceding sentence), in addition to any other remedies the Company may have, the Company shall be entitled to repurchase from the Stockholder or its Affiliates, from time to time for a period of 90 days thereafter, at the greater of (x) the Market Price of such Shares on the date of the Company's notice to the Stockholder to repurchase Shares pursuant to this Section 5(b) and (y) the highest price paid per share by the Company in such Share Repurchase during the 30-day period prior to the date on which the Stockholder receives the written notice referred to in the first sentence of this Section 5(b), such number of shares of Voting Securities as will reduce the Stockholder's and its Affiliates' aggregate percentage ownership of Voting Securities to the Permitted Percentage.

(c)                                                       During the Agreement Period, notwithstanding any other provision of this Agreement, any sale, transfer or other disposition of the Shares by the Stockholder permitted by this Agreement shall not be made without first making an offer in writing to sell such Shares to the Company at the bona fide proposed price per Share (the "Offer Price"), and upon such other bona fide terms and conditions upon which the Stockholder proposes to make such sale, transfer or disposition (the "Offer").  Upon receipt of such Offer (which shall also set forth the method of payment, the amount and class of Shares to be sold, the identity (if known) of the person or persons to whom the Stockholder proposes to sell, transfer or otherwise dispose of such Shares, the other material terms (to the extent known) upon which such sale is to be made and all other relevant information reasonably requested by the Company), the Company shall have that number of days set forth in the following sentence within which to accept such Offer by delivering a written notice to the Stockholder irrevocably electing to purchase all, but not less than all, of the Shares covered thereby.  Subject to Section 5(f) hereof, if the Offer is with respect to Shares having an aggregate market value on the date of such notice (a) of less than or equal to $50 million, the Company shall have 5 days to accept such Offer, (b) greater than $50 million and less than or equal to $150 million, the Company shall have 10 days to accept such Offer, (c) greater than $150 million and less than or equal to $250 million, the Company shall have 15 days to accept such Offer or (d) greater than or equal to $250 million, the Company shall have 20 days to accept such Offer; provided, however, that if the proposed sale is to be made pursuant to a tender or exchange offer, the Company shall have one day less than the number of days remaining before the tender or exchange offer expires to accept such Offer.  If the Company elects to accept such Offer, the closing of the purchase pursuant thereto shall occur, with payment in immediately available funds, on the latest of (i) 20 days after the acceptance by the Company of such Offer, (ii) the closing date provided for in the Offer or (iii) the end of such period of time as the Company and the Stockholder may reasonably require in order to comply with applicable laws and regulations.  Transfers pursuant to Sections 5(a)(i), 5(a)(ii), 5(a)(iii) and 5(a)(viii) hereof are not subject to the provisions of this Section 5(c).

(d)                                                       If the Offer specifies that the Shares are to be sold in the market in a method whereby the price cannot be determined at the time of the making of the Offer (a "Market Sale"), the purchase price for the Shares proposed to be sold shall be equal to the Market Price of such Shares on the date of such Offer.  For purposes of this Agreement, the term "Market Price" shall mean the average of the daily Closing Prices of the Shares for the 20 consecutive trading days immediately prior to the date on which the Market Price is to be determined.  The "Closing Price" for each day with respect to any securities shall be the last sale price of such securities on the national securities exchange on which such securities are listed and principally traded or, if such securities are not listed on any national securities exchange, as reported by NASDAQ, or, if not so reported by NASDAQ, the average of the high bid and low asked quotations for such securities as reported by the National Quotations Bureau Incorporated or similar organization, or, if on any such date such securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such securities mutually selected by the Company and the Stockholder.  Market Sales shall be deemed to be for cash.

(e)                                                       If the purchase price specified in the Offer includes any property other than cash, such purchase price shall be deemed to be the amount of any cash included in the purchase price plus the value (determined as provided below) of such other property included in such price.  The value of any non-cash property shall be determined in the following manner:

(i)                                                             The value of securities which are publicly traded shall be deemed to be the Market Price of such securities on the date of the Offer; and

(ii)                                                   The value of any other property shall be determined by an appropriate expert mutually selected by the Company and the Stockholder.  The determination of the dollar value of the non-cash consideration at issue by any such expert shall be made promptly (but in no event more than 15 business days after receipt of the Offer) and shall be conclusive and binding on all the parties hereto.

(f)                                                        The sale, transfer or other disposition to any third party of such Voting Securities shall not be made until such determination referred to in Section 5(e)(ii) has been completed and delivered to all the parties hereto.  The Company shall have the later of (i) five business days after the receipt of such determination by the expert referred to in Section 5(e)(ii) and (ii) the applicable time period set forth in Section 5(c) within which to accept such Offer.

(g)                                                       If the Company has not exercised its option to purchase the Shares pursuant to the Offer, the Stockholder shall be free, for a period of 60 days (or, if longer, 60 days from the effective date of a registration statement under the Securities Act, if such registration is required) from the date of the Company's rejection of the Offer (which, unless the Company shall have given written notice of its rejection of the Offer, shall be deemed to have occurred on the last day on which the Company could accept the Offer in accordance herewith), to sell all of the Shares to the third party transferee subject to the provisions of this Agreement, at a price equal to or greater than the price specified in the Offer and in the manner and on terms no less favorable to the Stockholder than were specified in the Offer.  If the Shares are not sold within such 60-day period, they shall again become subject to the procedures provided in this Section 5.

6.                             Section   Economic Parity.  If at any time during the Agreement Period any person or group acquires beneficial ownership of Voting Securities, whether pursuant to a tender or exchange offer made pursuant to Section 14(d) of the 1934 Act as to which the Company has recommended that its stockholders reject such offer or otherwise, such that such person or group beneficially owns more than 50% of the outstanding Voting Securities (a "Change in Control Transaction"), in addition to any other rights the Stockholder may have, the Stockholder shall have the right for a period of six months after such person or group acquires such beneficial ownership to deliver a notice relating to all, but not less than all, of the Shares then held by the Stockholder at that time (the "Notice Shares") to the Company.  Within 45 days following receipt of such notice, the Company shall pay to the Stockholder an amount of consideration, in either, at the Company's sole discretion, (i) cash or (ii) in the form of equity securities of the Company or any other consideration that would not result in any Shares held by the Stockholder being classified as a "redeemable equity security" pursuant to the Commission's Accounting Series Release No. 268, having a value equal to the product of the number of Notice Shares times the positive difference between (i) the consideration per Share equal to the highest price per share paid by such person or group in acquiring Voting Securities and (ii) in the case of Notice Shares held by the Stockholder on the date of such payment, the Market Price on the day before the payment and, in the case of Notice Shares sold by the Stockholder after the Change in Control Transaction and prior to such payment, the amount realized by the Stockholder pursuant to such dispositions, net of transaction costs (the aggregate amount being the "Aggregate Spread").  The Company shall indemnify and hold the Stockholder harmless against any adverse tax consequences suffered by the Stockholder as a result of the Company's payment to the Stockholder pursuant to the previous sentence as compared to the tax consequences of purchasing the Notice Shares at the consideration per share equal to the highest price per share paid by such person or group in acquiring Voting Securities.  Such indemnification shall take the form of either, at the Company's sole discretion, (i) cash or (ii) equity securities of the Company or any other consideration that would not result in any Shares held by the Stockholder being classified as a "redeemable equity security" pursuant to the Commission's Accounting Series Release No. 268.  In the event that the Company determines to make a payment to the Stockholder pursuant to this Section 6 in a form of consideration other than cash, the Company shall provide an opinion to the Stockholder from an internationally recognized investment banking firm, mutually agreeable to both parties hereto, as to the value of such consideration.  In addition, unless the Company arranges for the purchase of such securities from the Stockholder at a price at least equal to the Aggregate Spread, upon request of the Stockholder within 45 days of such payment, the Company shall, within 90 days of such request, register the securities delivered as payment (the "Registered Securities") for resale by the Stockholder to the extent possible in an underwritten offering with an internationally recognized underwriter mutually agreeable to both parties.  If the aggregate net proceeds to the Stockholder in such registered offering will be less than the Aggregate Spread, the Company shall deliver to the Stockholder either, at the Company's sole discretion, (i) cash equal to the amount by which the Aggregate Spread exceeds such net proceeds, or (ii) additional Registered Securities for resale in such registered offering in the amount required so that the aggregate net proceeds of such offering to the Stockholder equals the Aggregate Spread.  In the event that the Company determines to make a payment to the Stockholder pursuant to this Section 6 in the form of cash, then the Company shall make such payment within such 45 day period to the extent funds are legally available therefor (and, if not then legally available therefor, as soon thereafter as such funds are legally available therefor).

7.                             Section   Legend on Certificates.  The Stockholder hereby acknowledges and agrees that each of the certificates representing the Shares held by the Stockholder shall be subject to stop transfer instructions and shall include the following legend:

                THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THESE SHARES ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER SET FORTH IN AN AGREEMENT, DATED AS OF NOVEMBER 30, 2001, BETWEEN ECOLAB INC. AND HENKEL KGaA, INCLUDING, BUT NOT LIMITED TO, RESTRICTIONS ON THE SALE, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION TO ANY PERSON AND THAT PERSON'S AFFILIATES OR ANY GROUP THAT PERSON MAY BE A MEMBER OF THAT WOULD HOLD IN THE AGGREGATE MORE THAN 2% OF THE OUTSTANDING VOTING SECURITIES AFTER SUCH TRANSACTION.  A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF ECOLAB INC.

                                Within one business day after receipt by the Company of a demand by the Stockholder, the Company agrees to (i) terminate the stop transfer instructions and remove the legend in connection with transfers pursuant to Sections 5(a)(iv)(A) and 5(a)(vi) of this Agreement, (ii) terminate the stop transfer instructions and remove only the first sentence of the above legend in connection with transfers pursuant to Section 5(a)(iv)(B), (iii) terminate the stop transfer instructions and remove all but the first sentence of the above legend (A) in connection with transfers pursuant to Sections 5(a)(v)(A) and 5(a)(vii) hereof and (B) after the Agreement Period and (iv) remove the first sentence of the above legend if the Company is furnished an opinion of counsel reasonably satisfactory to the Company that such Shares may be freely transferred under applicable securities laws.

                                Promptly upon the acquisition by the Stockholder of any shares of Voting Securities other than pursuant to the Transaction Agreements, the Stockholder shall surrender the certificates representing such Shares to the Company, and the Company shall place the last two sentences of the foregoing legend on such certificates and thereafter reissue such certificates to the Stockholder.

8.                             Section   Directors Designated by the Stockholder.  At each annual meeting of the stockholders of the Company following the date hereof and prior to the end of the Agreement Period, the Company will nominate, or cause to be nominated, a number of individuals (rounded down to the nearest whole number) to be designated by the Stockholder for election as members of the Board of Directors (which designees shall not include individuals whose membership on the Board of Directors would be a violation of law) such that the percentage of the total number of members of the Board of Directors designated by the Stockholder equals the percentage of Voting Securities then beneficially owned by the Stockholder and its Affiliates.  The Board of Directors of the Company shall consider any request by the Stockholder to increase the Stockholder's percentage representation on the Board if between annual meetings the Stockholder's percentage ownership of Voting Securities has increased such that the Stockholder would be entitled to designate additional nominees to the Board of Directors at the next annual meeting of the Board.  If between annual meetings the Stockholder's percentage ownership of Voting Securities has decreased such that the Stockholder would be entitled to designate fewer nominees to the Board of Directors at the next annual meeting of the Board and the Stockholder has sold some Voting Securities since the last annual meeting, then the Stockholder shall use all reasonable efforts to cause one or more of the directors it has designated to resign from the Board so that the number of directors designated by the Stockholder serving on the Board equals the number it would be entitled to designate at the next annual meeting.  The members of the Board of Directors of the Company that have been designated by the Stockholder pursuant to this Section 8 shall be allocated as equally as possible among the three classes of the Company's Board of Directors.  The parties hereto anticipate that Directors designated by the Stockholder will participate in all Board of Directors' deliberations concerning extraordinary transactions, including, but not limited to, acquisitions by the Company and Third-Party proposals to acquire the Company, except to the extent that, in the reasonable judgment of the Board, the topic to be considered raises a conflict of interest for such Directors.  Upon the date the Stockholder is no longer entitled to designate nominees for election to the Board of Directors of the Company, the Stockholder shall cause the members of the Board of Directors of the Company that have been designated by the Stockholder to resign from the Board of Directors, effective immediately.

9.                             Section   Covenants of the Company.

(a)                                                       Issuance of Securities Having Disproportionate Voting Rights.  During the Agreement Period, the Company shall not issue Voting Securities having voting rights disproportionately greater than the equity investment in the Company represented by such Voting Securities.

(b)                                                       For so long as the Stockholder owns Shares which represent more than 2% of the voting power of the Company's then outstanding Voting Securities:

(i)                                                             the Company, as soon as practicable and in any event within 50 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, will furnish to the Stockholder statements of consolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its subsidiaries as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by an authorized financial officer of the Company, subject to changes resulting from year-end adjustments; provided, however, that delivery pursuant to paragraph (iii) below of a copy of the Quarterly Report on Form 10-Q (without exhibits unless requested by the Stockholder) of the Company for such quarterly period filed with the Commission shall be deemed to satisfy the requirements of this paragraph (i);

(ii)                                                   the Company, as soon as practicable and in any event within 95 days after the end of each fiscal year, will furnish to the Stockholder statements of consolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its subsidiaries for such year, and a consolidated balance sheet of the Company and its subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized standing selected by the Company; provided, however, that delivery pursuant to paragraph (iii) below of a copy of the Annual Report on Form 10-K (without exhibits unless requested by the Stockholder) of the Company for such fiscal year filed with the Commission shall be deemed to satisfy the requirements of this paragraph (ii);

(iii)                                                  the Company, promptly upon transmission thereof, will furnish to the Stockholder copies of all such financial statements, proxy statements, notices and reports as it shall send to its stockholders and copies of all such registration statements (without exhibits) and all such regular and periodic reports as it shall file with the Commission; and

(iv)                                                  the Company will furnish to the Stockholder such other non-confidential financial data of the Company and its Subsidiaries as the Stockholder may reasonably request.

10.                           Section   Exceptions to Restrictions.  Notwithstanding anything contained in this Agreement to the contrary, the restrictions set forth in Sections 3(a), 3(b), 3(c), 3(d) and 5 hereof shall terminate and be of no further force and effect upon the occurrence of any of the following events:

(a)                                                       (i)  At any time, any Third Person (other than the Company, an employee stock ownership plan or other pension, stock bonus or stock incentive plan of the Company or any of its subsidiaries) is or becomes the beneficial owner of, or makes a tender or exchange offer pursuant to Section 14(d) of the 1934 Act with respect to which the Company does not recommend rejection (it being understood that such restrictions shall not be terminated until the Company has publicly taken a position with respect to such offer or has stated that it will remain neutral or is unable to take a position with respect thereto) in accordance with Rule 14e-2 of the 1934 Act, any successor regulation or otherwise for, an amount of Voting Securities greater than 32.5% of the outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof or (iii) at any time any Third Person, by way of ownership of Voting Securities, representation on the Board of Directors of the Company or both, is in fact controlling the operations of the Company;

(b)                                                       The Company's Board of Directors determines to effect, or to solicit proposals to effect a Sale of the Company or causes the Company to enter into a definitive agreement providing for the Sale of the Company; or

(c)                                                       The Company shall fail in any material respect to comply with any of its material obligations under this Agreement as such alleged failure is set forth in the Stockholder's written notice to the Company unless, if the failure can be cured, within 30 days of such notice the Company has cured the failure to comply.

For purposes of this Section 10, a "Sale of the Company" shall mean a merger (other than a merger for the purpose of forming a holding company or to effect a change in the Company's state of incorporation), combination or, in any one or more related transactions, sale of all or substantially all of the Company's assets as a result of which the Directors of the Company immediately prior to such transaction do not represent a majority of the board of directors, or the stockholders of the Company immediately prior to such transaction do not continue to own equity securities representing more than 50% of the vote and of the equity of the Company or the ultimate controlling corporation following such merger or combination or succeeding to ownership of all or substantially all of the Company's assets.

11.                           Section   The Company's Right to Repurchase.  Notwithstanding anything contained in this Agreement to the contrary, upon the occurrence of any of the following events:

(a)                                                       (i) at any time, any Competitor (as defined below), or any Affiliate thereof, is or becomes the beneficial owner of an amount of equity securities of the Stockholder representing more than 50% of the voting power of the Stockholder's outstanding securities or (ii) at any time any Competitor, or any Affiliate thereof, by way of ownership of equity securities of the Stockholder, representation on the Shareholders' Committee of the Stockholder (or, upon a conversion of the Stockholder to another corporate form, the Supervisory Board or such other body as appoints and dismisses the members of the management board of the Stockholder) or both, is in fact controlling the operations of the Stockholder; or

(b)                                                       the Stockholder enters into a definitive agreement with any Competitor, or any Affiliate thereof, pursuant to which the Competitor, or any Affiliate thereof, will acquire an amount of equity securities of the Stockholder representing more than 50% of the voting power of the Stockholder's outstanding securities;

then the Company shall have the option, for a period of 90 days after the occurrence of any of the foregoing events, to repurchase all, but not less than all, of the Shares held by the Stockholder on the date of such event at the Market Price, as determined on the date the Company notifies the Stockholder of its intention to exercise such option.  The closing for the repurchase of the Shares shall occur on the later of (i) 180 days from the date that the Company notifies the Stockholder of its intention to exercise its repurchase option pursuant to this Section 11 or (ii) the end of such period of time as the Company and the Stockholder may reasonably require in order to comply with applicable laws and regulations.  Furthermore, during the period beginning when the Company notifies the Stockholder of its intention to exercise its repurchase option pursuant to this Section 11 until the closing of such repurchase, the Stockholder shall not purchase any additional equity securities of the Company.

                                For purposes of this Section 11, a "Competitor" shall mean any Third Person that directly or through an Affiliate is engaged in a business which is competitive with a business then engaged in by the Company or manufactures, sells, leases, markets, distributes or otherwise provides products or services similar to those of a business of the Company but does so in a channel of distribution different from the channels of distribution utilized by the Company; provided, that unless the annual revenues to such Third Person and/or its Affiliate from such businesses or provision of such products or services shall aggregate at least $200 million, such Third Person shall not constitute a Competitor.

12.                           Section   Affiliates.  A person or entity who at any time may be an Affiliate of the Stockholder shall be deemed to be an Affiliate of the Stockholder for purposes of this Agreement while such person is an Affiliate of the Stockholder regardless of whether such person was such an Affiliate on the date hereof.

13.                           Section   Specific Performance.  Each of the parties hereto recognizes and acknowledges that this Agreement is an integral part of the transactions contemplated in the Transaction Agreements, that the Company would not have entered into the Transaction Agreements unless this Agreement was executed and that a breach by a party of any covenants or agreements contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages.  Therefore each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

14.                           Section   Amendment and Modification.  This Agreement may be amended, modified and supplemented only by written agreement of the Stockholder and the Company.

15.                           Section   Notices.  All notices, requests, demands and other communications required or permitted shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a)                                                       If to the Stockholder, to:

                                                Henkel KGaA

                                                Henkelstrasse 67, Postfach 1100

                                                D-4000 Düsseldorf 1, Germany

                                                Attention:  General Counsel

                                                (with a copy to:)

                                                Cleary, Gottlieb, Steen & Hamilton

                                                One Liberty Plaza

                                                New York, New York  10006

                                                Attention:  William A. Groll

or to such other person or address as the Stockholder shall furnish to the Company;

(b)                                                       If to the Company, to:

                                                Ecolab Inc.

                                                Ecolab Center

                                                St. Paul, Minnesota  55102

                                                Attention:  General Counsel

                                                (with a copy to:)

                                                Skadden, Arps, Slate, Meagher & Flom (Illinois)

                                                333 West Wacker Drive

                                                Chicago, Illinois  60606

                                                Attention:  Charles W. Mulaney, Jr.

or to such other person or address as the Company shall furnish to the Stockholder in writing.

                                All such notices, requests, demands and other communications shall be deemed to have been duly given; at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

16.                           Section   Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall fail to be in effect only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or of any such provision.

17.                           Section   Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but except as otherwise provided for or permitted herein neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party.

18.                           Section   Governing Law.  This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine.

19.                           Section   Jurisdiction and Venue.  Each of the Company and the Stockholder hereby agrees that any proceeding relating to this Agreement shall be brought in the state of Delaware.  Each of the Company and the Stockholder hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum.

20.                           Section   Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.                           Section   Headings.  The headings of the Sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

22.                           Section   Entire Agreement.  Upon consummation of the Transaction, this Agreement and the Transaction Agreements will set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.

23.                           Section   Third Parties.  Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or corporation, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.

24.                           Section   Tax Reporting.  The Stockholder agrees to provide the Company with, and shall retain, for the time periods prescribed by law, all of the information concerning the Stockholder and its Subsidiaries which is reasonably required to be included in the Company's tax returns as a result of the Stockholder's direct and/or indirect ownership of Common Stock.  The Company and the Stockholder agree that the Stockholder shall have no liability under this Section 24 if the Stockholder shall have retained the same type and amount of information concerning transactions and relationships between the Stockholder and its Subsidiaries on the one hand and the Company on the other hand as it retains concerning transactions and relationships between the Stockholder and its Subsidiaries on the one hand and Henkel of America Inc. and its Subsidiaries on the other hand as prescribed by law.

                                IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.

HENKEL KGAA		ECOLAB INC.
By:	/s/ L. Steinebach  /s/ T. Kuhn	By:	/s/ Lawrence T. Bell
	Name:  L. Steinebach T. Kuhn Title:		Name:  Lawrence T. Bell Title:  Senior Vice President – Law and General Counsel

                                                                                                                                                 & #160;                                              Exhibit A

REGISTRATION RIGHTS

                                Capitalized terms used herein shall have the meanings defined in the Stockholder's Agreement.

1.                                         "Piggyback" Registration.  Whenever the Company proposes to file a registration statement relating to any of its capital stock under the Securities Act (other than a registration statement required to be filed in respect of employee benefit plans of the Company on Form S-8 or any similar form from time to time in effect or any registration statement on Form S-4 or similar successor form), the Company shall, at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice of such proposed filing to the Stockholder.  Upon receipt by the Company not more than seven days (unless the notice given to the Stockholder pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) after such notice of a written request from the Stockholder for registration of Shares (i) the Company shall include such Shares in such registration statement or in a separate registration statement concurrently filed, and shall use all reasonable efforts to cause such registration statement to become effective with respect to such Shares, unless the managing underwriter therefor concludes in its reasonable judgment that compliance with this clause (i) would materially adversely effect such offering, in which event the Company shall cause such Shares to be registered under a separate registration statement a limited period of time thereafter, which in no event shall be more than 60 days and (ii) if such proposed registration is in connection with an underwritten offering of Common Stock, upon request of the Stockholder, the Company shall use all reasonable efforts to cause the managing underwriter therefor to include in such offering the Shares as to which the Stockholder requests such inclusion, on terms and conditions comparable to those of the securities offered on behalf of the Company, unless the managing underwriter therefor concludes in its reasonable judgment that the inclusion of such Shares in such offering would materially adversely affect such offering.

2.                                         Demand Registration.  If the Company shall receive at any time or from time to time a written request from the Stockholder requesting the Company to register under the Securities Act on Form S-3 (or if the Company is not eligible to use Form S-3, then on Form S-1 or S-2), or any other similar Form then in effect, securities representing at least one percent (1%) of the Company's then outstanding Common Stock, the Company agrees that it will use all reasonable efforts to cause the prompt registration of all Shares as to which such request is made.  The Company may postpone for a limited time, which in no event shall be longer than 90 days, compliance with a request for registration pursuant to this Section 2 if (i) such compliance would materially adversely affect (including, without limitation, through the premature disclosure thereof) a proposed financing, reorganization, recapitalization, merger, consolidation or similar transaction or (ii) the Company is conducting a public offering of capital stock and the managing underwriter concludes in its reasonable judgment that such compliance would materially adversely affect such offering.  Notwithstanding anything in this Section 2 to the contrary, the Company shall not be required to: (a) comply with more than two (2) requests of the Stockholder pursuant to this Section 2 in any twelve (12) month period or (b) prepare or cause to be prepared audited financial statements of the Company other than those prepared in the normal course of the Company's business at its fiscal year end.  Any underwriter selected by the Stockholder to act as such in connection with a registration pursuant to this Section 2 shall be reasonably acceptable to the Company.

3.                                         General Provisions:  The Company will use all reasonable efforts to cause any registration statement referred to in Sections 1 and 2 to become effective and to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of 45 days from the effective date of the registration statement and the date the Stockholder completes its distribution of Shares.  The Company will use all reasonable efforts to effect such qualifications under applicable Blue Sky or other state securities laws as may be reasonably requested by the Stockholder (provided that the Company shall not be obligated to file a general consent to service of process or qualify to do business as a foreign corporation or otherwise subject itself to taxation in any jurisdiction solely for the purpose of any such qualification) to permit or facilitate such sale or other distribution.  The Company will cause the Shares to be listed on the principal stock exchange on which the shares of Common Stock are listed.

4.                                         Information, Documents, Etc.  Upon making a request for registration pursuant to Sections 1 or 2, the Stockholder shall furnish to the Company such information regarding its holdings and the proposed manner of distribution thereof as the Company may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to herein.  The Company agrees that it will furnish to the Stockholder the number of prospectuses, offering circulars or other documents, or any amendments or supplements thereto, incident to any registration, qualification or compliance referred to herein as the Stockholder from time to time may reasonably request.

5.                                         Expenses.  The Company will bear all expenses of registrations (other than underwriting discounts and commissions and brokerage commissions and fees, if any, payable with respect to Shares sold by the Stockholder and fees and expenses of counsel and any accountants for the Stockholder), including, without limitation, registration fees, printing expenses, expenses of compliance with Blue Sky or other state securities laws, and legal and audit fees incurred by the Company in connection with such registration and amendments or supplements in connection therewith.

6.                                         Cooperation.  In connection with any registration of Shares, the Company agrees to:

(a)                                                 enter into such customary agreements (including an underwriting agreement containing such representations and warranties by the Company and such other terms and provisions, including indemnification provisions, as are customarily contained in underwriting agreements for comparable offerings and, if no underwriting agreement is entered into, an indemnification agreement on such terms as is customary in transactions of such nature) and take all such other actions as the Stockholder or the underwriters, if any, participating in such offering and sale may reasonably request in order to expedite or facilitate such offering and sale;

(b)                                                 furnish, at the request of the Stockholder or any underwriters participating in such offering and sale, (i) a comfort letter or letters, dated the date of the final prospectus with respect to the Shares and/or the date of the closing for the sale of the Shares from the independent certified public accountants of the Company and addressed to the Stockholder and any underwriters participating in such offering and sale, which letter or letters shall state that such accountants are independent with respect to the Company within the meaning of Rule 1.01 of the Code of Professional Ethics of the American Institute of Certified Public Accountants and shall address such matters as the Stockholder and underwriters may reasonably request and as may be customary in transactions of a similar nature for similar entities and (ii) an opinion, dated the date of the closing for the sale of the Shares, of the counsel representing the Company with respect to such offering and sale (which counsel may be the General Counsel of the Company or other counsel reasonably satisfactory to the Stockholder), addressed to the Stockholder and any such underwriters, which opinion shall address such matters as they may reasonably request and as may be customary in transactions of a similar nature for similar entities;

(c)                                                 make available for inspection by the Stockholder, the underwriters, if any, participating in such offering and sale (which inspecting underwriters shall, if reasonably possible, be limited to any manager or managers for such participating underwriters), the counsel for the Stockholder, one accountant or accounting firm retained by the Stockholder and any such underwriters, or any other agent retained by the Stockholder or such underwriters, all financial and other records, corporate documents and properties of the Company, and supply such additional information, as they shall reasonably request; provided that any such party shall keep the contents thereof confidential in the manner prescribed by Section 8.2 of the Master Agreement.

7.                                         Action to Suspend Effectiveness; Supplement to Registration Statement.  (a) The Company will notify the Stockholder and its counsel promptly of (i) any action by the Commission to suspend the effectiveness of the registration statement covering the Shares or the institution or threatening of any proceeding for such purpose (a "stop order") or (ii) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.  Immediately upon receipt of any such notice, the Stockholder shall cease to offer or sell any Shares pursuant to the registration statement in the jurisdiction to which such stop order or suspension relates.  The Company will use all reasonable efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if any such stop order is issued or any such qualification is suspended, to obtain as soon as possible the withdrawal or revocation thereof, and will notify the Stockholder and its counsel at the earliest practicable date of the date on which the Stockholder may offer and sell Shares pursuant to the registration statement.

                                            (b)     Within the applicable period referred to in Section 3 following the effectiveness of a registration statement filed pursuant to these registration rights, the Company will notify the Stockholder and its counsel promptly of the occurrence of any event or the existence of any state of facts that, in the judgment of the Company, should be set forth in such registration statement.  Immediately upon receipt of such notice, the Stockholder shall cease to offer or sell any Shares pursuant to such registration statement, cease to deliver or use such registration statement and, if so requested by the Company, return to the Company, at its expense, all copies (other than permanent file copies) of such registration statement.  The Company will, as promptly as practicable, take such action as may be necessary to amend or supplement such registration statement in order to set forth or reflect such event or state of facts.  The Company will furnish copies of such proposed amendment or supplement to the Stockholder and its counsel and will not file or distribute such amendment or supplement without the prior consent of the Stockholder, which consent shall not be unreasonably withheld.

EX-10

INTELLECTUAL PROPERTY AGREEMENT

INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of November 30, 2001 (the “Effective Date”), by and between Henkel Kommanditgesellschaft auf Aktien, organized under the laws of the Federal Republic of Germany (collectively, along with its Affiliates, “Henkel”), and Ecolab Inc., a corporation incorporated under the laws of the State of Delaware (collectively, along with its Affiliates, “Ecolab”).

WHEREAS,

pursuant to the terms of that certain Master Agreement dated December 7, 2000 (the “Master Agreement”), Henkel and Ecolab developed an Intellectual Property Plan attached as an exhibit thereto; and

WHEREAS,

Henkel and Ecolab desire to implement the terms of the Intellectual Property Plan by entering into this Agreement.

NOW, THEREFORE,

in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.             Definitions.

Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Master Agreement.  Additional defined terms are as follows:

(a)	“Assigned Intellectual Property” shall mean the Assigned Patents and Assigned Trademarks.
(b)	“Assigned Patents” shall mean the Patents identified in Exhibit 1(b), together with the right to sue for and collect damages for any past, present or future infringements of the Assigned Patents.
(c)	“Assigned Trademarks” shall mean the Trademarks identified in Exhibit 1(c), together with the goodwill associated with the Assigned Trademarks and with the right to sue for and collect damages for any past, present or future infringements or other violations of any rights associated with the Assigned Trademarks.

(d)	“Cleaning and Sanitizing Field” shall mean the business of the JV Entities, as conducted from time to time from inception through the Effective Date, including, without limitation, the manufacture, marketing and sale of textile, kitchen, surface, food processing, agricultural, brewery, beverage, dairy, Hospital Hygiene, quick-serve restaurant, effluent, process, waste and other water treatment or recycling, pest elimination, on-premise laundry, housekeeping, professional hygiene, pharmaceutical, cosmetic and critical environment cleaning, conditioning, rinsing agent, detergent, disinfecting and sanitizing products, systems (including, without limitation, dispensing systems and related applications parts and equipment), services and related equipment, all destined for the institutional and industrial markets exclusively.
(e)	“Divided Trademarks” shall mean the Trademarks identified in Exhibit 1(e).
(f)	“Documentation” shall mean any and all searches or analyses, applications, certificates of registration, office actions, examiners reports, correspondence, filings, submissions, drawings, petitions, pleadings, records, databases and any other materials in any format relating to the Intellectual Property and in the form they exist at Henkel or its agents, including, without limitation, materials relating to: (i) administrative actions and litigation; (ii) maintenance and filing schedules; (iii) the acquisition of the Intellectual Property; (iv) applications for the registration of any of the Intellectual Property; (v) registrations of any of the Intellectual Property; (vi) maintenance, renewal or extension of the registrations of any of the Intellectual Property; (vii) actions to protect or defend the Intellectual Property; or (viii) the grant of licenses or sublicenses to third parties.
(g)	“Ecolab Licensed Intellectual Property” shall mean the Ecolab Licensed Patents, Ecolab Licensed Trademarks and the Technology.
(h)	“Ecolab Licensed Patents” shall mean the Patents identified in Exhibit 1(h).
(i)	“Ecolab Licensed Trademarks” shall mean the Trademarks identified in Exhibit 1(i).
(j)	“Exploit” shall mean, in any form or medium now existing or later developed: (i) for Patents, the right to make and have made, use and have used, sell and have sold, offer for sale and import the goods, materials, methods, processes and designs that are the subject of the claims of the Patents; (ii) for Technology, the right to make and have made, use and have used, sell and have sold, offer for sale and import, reproduce, distribute, publicly display, publicly perform and prepare derivative works of the Technology; (iii) for Trademarks, the right to use, either alone or in conjunction with other trademarks, service marks or other designations of origin or source, the Trademarks in connection with the development, manufacture, marketing, promotion, distribution or sale of products or services, together with the right to use the Trademarks as all or a part of any domain name, metatag, linking mechanism or process, or other indication of source, location, origin or address on the internet; and (iv) with respect to all of the foregoing, the right to grant sublicenses.
(k)	“Henkel Primary Trademarks” shall mean the Trademarks of Henkel with, embodying or using the word “Henkel”, including, without limitation, the corporate name “Henkel” and the red Henkel oval logo and Henkel´svariations thereof, such as with white or other colored lettering, whether alone or in combination with other Trademarks.
(l)	“Henkel Standards” shall mean Henkel acting in the same manner and with the same standards and degree of care customarily required or utilized by it in connection with Henkel’s own properties and activities.
(m)	“Intellectual Property” shall mean the Patents, Technology, Trademarks and all other intellectual property rights whether registered or not, in each case wherever such rights exist throughout the world, owned by Henkel and used by the JV Entities during the existence of the JV Entities, together with Modifications.

(n)	“Licensee” shall mean, as between Henkel and Ecolab, and as the context of any particular provision of this Agreement requires, the party who has a right to Exploit the Intellectual Property of the other party and/or use the Modification of the other party.
(o)	“Licensor” shall mean, as between Henkel and Ecolab, and as the context of any particular provision of this Agreement requires, the owner of the Intellectual Property that is being Exploited by the other party and/or the owner of the Modification that is being Exploited by the other party.
(p)	“Modification” shall mean any change, enhancement, modification or improvement to the Intellectual Property.
(q)	“New Technology” shall mean all technical information and know-how, confidential and non-confidential, including, without limitation, all computer software, research data, trade secrets and other proprietary know-how, formulas, operating manuals, registered designs, utility models, shop rights, registered and unregistered copyrights, all renewals and extensions and applications for the registration or renewal of copyrights relating to tangible and intangible items, materials and property, and rights of ownership and authorship in documents and other artistic works, equipment and parts lists, product packaging instructions, product and production specifications, analytical and evaluation methods, sources and specifications for raw materials, efficacy, toxicity and general health and safety information and data, environmental compliance and regulatory information and data, research and development records, and manufacturing and product application know-how (i) which is developed by Ecolab or Henkel or commercialized (with the right to sub-licensing) after the Effective Date, and (ii) (a) with respect to Ecolab, which can be of use or has potential application by Ecolab in its then current business and (b) with respect to Henkel, which can be of use or has potential application by Henkel in its then current business.
(r)	“Patents” shall mean patents (including, without limitation, all reissues, divisions, continuations in part and extensions thereof), utility patents, patent applications, patent disclosures docketed and related rights used by the JV Entities during the existence of the JV Entities.
(s)	“Prior Agreements” shall mean the agreements between or among Henkel and Ecolab et al relating to technology and trademarks as follows: (i) Technology Licensing Agreement dated July 5, 1991; (ii) Trademark Licensing Agreement dated July 5, 1991; (iii) Venture Technology Licensing Agreement dated July 11, 1991; (iv) Venture Trademark Licensing Agreement dated July 11, 1991; (v) Technology and Trademark Royalty Fee Agreement dated July 11, 1991; and (vi) with respect to any and all of the foregoing, any amendments or extensions thereof.
(t)	“Technology” means all technical information and know-how, confidential and non-confidential, including, without limitation, all computer software, research data, trade secrets and other proprietary know-how, formulas, operating manuals, registered designs, utility models, shop rights, registered and unregistered copyrights, all renewals and extensions and applications for the registration or renewal of copyrights relating to tangible and intangible items, materials and property, and rights of ownership and authorship in documents and other artistic works, equipment and parts lists, product packaging instructions, product and production specifications, analytical and evaluation methods, sources and specifications for raw materials, efficacy, toxicity and general health and safety information and data, environmental compliance and regulatory information and data, research and development records, and manufacturing and product application know-how owned by Henkel and used by the JV Entities during the existence of the JV Entities.

(u)	“Trademarks” shall mean all registered and unregistered trademarks, service marks, trade dress, corporate and trade names, and related rights, logos and designs used by the JV Entities during the existence of the JV Entities, together with any and all applications for registration.
(v)	The following terms shall have the meanings set forth in the sections referred to below:

Defined Term	Section
“Limited Duration Trademark”	3(a)
“Current Relationships”	3(b)
“Databases”	8
“Technology Cooperation Committee”	9
“Modification Notice”	10
“Abandonment Notice”	11(c)
“Registered User Agreements”	11(d)
“Henkel Neighboring Trademarks”	12(c)
“Trademark Corrective Action”	13(d)
“Trademark Cure Period”	13(d)
“Default Notice”	18
“Default Cure Period”	18
“Default Corrective Action”	18

2.             Assignment.

Henkel hereby transfers, sells and assigns to Ecolab all of its worldwide right, title and interest in and to the Assigned Intellectual Property. Henkel hereby waives any and all artistic and moral rights associated with the Assigned Intellectual Property. Unless otherwise specified in the applicable exhibit, all items of the Assigned Intellectual Property shall be transferred, sold and assigned to Ecolab Inc., a Delaware corporation; provided, however, that (i) Henkel acknowledges that Ecolab may, at any time and from time to time after the Effective Date and subject to applicable law, change the transferee or registrant, as applicable, of particular items of the Assigned Intellectual Property to an Affiliate or other party and (ii) upon the reasonable request of Ecolab, Henkel shall execute such documents and take such further actions, including, without limitation amending such applicable exhibit(s) in accordance with Section 17 (c), as may be necessary or advisable to effectuate the foregoing provisions.

3.             License To Ecolab.

(a)

Subject to the provisions of this Agreement, including, without limitation, Section 3 (b) below, Henkel hereby grants Ecolab an exclusive, irrevocable, perpetual, paid-up, royalty-free and worldwide license to Exploit and otherwise use the Ecolab Licensed Intellectual Property in the Cleaning and Sanitizing Field; provided, however, that Ecolab’s right to Exploit and otherwise use an Ecolab Licensed Trademark identified as a “Limited Duration Trademark” on Exhibit 3 (a) hereto may be terminated by Henkel providing Ecolab with at least six (6) months prior written notice of termination as to such Limited Duration Trademark at any time after December 31, 2006.  As to Ecolab, Henkel hereby waives any and all artistic and moral rights associated with the Ecolab Licensed Intellectual Property.

(b)

Henkel has current contractual arrangements with third-party licensees (the "Current Relationships") that prevent Henkel from licensing to Ecolab in Mauritius and South Korea certain items of Intellectual Property, including certain Technology which is therefore not currently licensed under Section 3 (a). Henkel may continue the Current Relationships, including beyond the scheduled expiration of the existing contracts, by renewal, extension or otherwise, but Henkel shall not enter into any contractual or other commitments with any party not affiliated with its current licensees relating to the Intellectual Property in Mauritius and South Korea. Henkel shall notify Ecolab in writing of the expiration or termination of any of the Current Relationships and, concurrently with such expiration or termination, and without the requirement for any further action of either party or the payment of any consideration in addition to that paid under Section 4 hereof, the affected items of Intellectual Property including such Technology in respect of Mauritius or South Korea, as the case may be, shall immediately and automatically become Ecolab Licensed Intellectual Property subject to the license provisions of Section 3 (a) hereof.

4.             Purchase Price.

In reliance upon the express representations, warranties and agreements contained herein and in consideration of the transfers, sales, assignments and grants herein relating to the Intellectual Property, Ecolab hereby agrees to issue to Henkel a promissory note in the principal amount of 19,258,000 Euros as of the Effective Date, such purchase price being subject to adjustment in accordance with the Master Agreement.

5.             License of the Henkel Primary Trademarks to Ecolab.

Subject to the provisions of this Agreement, Henkel hereby grants to Ecolab an irrevocable, paid-up and royalty-free license to Exploit and otherwise use the Henkel Primary Trademarks (alone or in combination with other Intellectual Property, such as the Assigned Intellectual Property or the Ecolab Licensed Intellectual Property) in connection with the JV Entities (or their successors), including, without limitation, for inventory, products and labels, advertising materials and company entity names; provided, however, that, unless otherwise authorized by Henkel, the license granted pursuant to the provisions of this Section 5 shall terminate on December 31, 2003 and Ecolab undertakes to discontinue the Exploit or other use of the Henkel Primary Trademarks as of December 31, 2003, except that Ecolab may continue such Exploit and use (i) for so long as is required for Ecolab to use or sell any then remaining inventory, products and labels and advertising materials bearing the Henkel Primary Trademarks and (ii) until the expiration of any registrations or filings that include “Henkel” as part of a company entity name, such as Henkel-Ecolab GmbH & Co OHG except for the filing or registration of the corporate names.

6.             License To Henkel.

Subject to the provisions of this Agreement, Ecolab hereby grants to Henkel an exclusive, irrevocable, perpetual, paid-up, royalty-free, worldwide license to Exploit and otherwise use the Assigned Intellectual Property outside the Cleaning and Sanitizing Field.  As to Henkel, Ecolab hereby waives any and all artistic and moral rights associated with the Assigned Intellectual Property licensed to Henkel.

7.             Treatment of the Divided Trademarks.

(a)

Henkel shall divide the Trademarks listed in Exhibit 1 (e) in the manner set forth in such annex and transfer the split Trademarks so designated in such annex to Ecolab.

(b)

In addition and promptly after the Effective Date and to the extent necessary, Henkel and Ecolab shall continue to consult and cooperate with each other to develop and implement a plan that will enable Henkel and Ecolab to have separate, concurrent ownership interests in the Divided Marks.  Henkel and Ecolab acknowledge and agree that such implementation may require (i) six (6) months or more after the Effective Date to complete, (ii) Henkel to amend and/or partially cancel various of the registrations in effect for certain of the Divided Marks in various countries or jurisdictions such that both parties have certain registrations with respect to such Divided Marks, and (iii) Henkel to enter into consent or co-existence agreements or similar arrangements whereby Henkel and Ecolab agree to allow each other to separately but concurrently own and/or use certain of the Divided Marks in identified commercial markets and/or geographic territories, subject to registration and other limitations under applicable law.

8.             Originals and Copies of Documentation.

(a) As of and from time to time after the Effective Date, Ecolab may request, and shall obtain and receive from Henkel or its agents, (i) originals (but Henkel may retain copies) of all of the Documentation relating to the Assigned Intellectual Property and (ii) copies of all Documentation relating to the Ecolab Licensed Intellectual Property to Ecolab.  As may from time to time after the Effective Date be reasonably requested by either Henkel or Ecolab, the parties shall exchange or provide to each other (or shall promptly direct their agents to exchange or provide to the other or its agents) originals or copies of such additional Documentation or other information or materials or permit access as may be necessary to (i) more effectively consummate the transactions contemplated by this Agreement and (ii) facilitate and enhance a party’s ability to Exploit and otherwise use the Intellectual Property pursuant to the provisions of this Agreement.  Unless otherwise necessary to accomplish purposes of this Agreement, it is generally intended that the Licensor of any Intellectual Property shall have the right to receive and/or retain the originals of the Documentation associated with such Intellectual Property and the Licensee shall have the right to receive and/or retain copies of such Documentation.

(b) Without limiting the generality of the foregoing Section 8(a), subject to any restrictions imposed by third party licensors , Henkel agrees that Ecolab shall have access to and the right to copy, transport, use and cite, as applicable (and Henkel shall assist Ecolab in connection with such access and right to copy, transport, use and cite, as applicable) Henkel’s computer and other databases (collectively, the “Databases”), and any and all information and data contained therein, relating to the Intellectual Property, including, without limitation, (i) the PROSAFE Database pertaining to material safety data sheets for products, (ii) the RIS Database relating to raw material and formula information of the JV Entities, (iii) the SITOP Database pertaining to material safety data sheets for raw materials, (iv) the HECLID Database relating to ecological and other information for raw materials, (v) the SHE Database pertaining to international regulations, such as environmental, toxicological and safety properties of chemical products, (vi) any other Databases, such as the TRANS and UBA Databases, pertaining to transportation, formula range, environmental, toxicological and safety information, reports or data, (vii) any CPI, PCMaster or other Databases for docketing or organizing any Intellectual Property, and (viii) any Database for, or useful in connection with, calculation of any inventor royalty payments. In the event of any such licensor imposed restrictions that adversely affect Ecolab’s use or other rights hereunder, Henkel agrees to reasonably cooperate with Ecolab to implement Ecolab’s planned response thereto. Such response may include Ecolab obtaining its own direct license rights or Henkel providing to Ecolab the information or data contained in the relevant Database so as to allow Ecolab to input it into its own databases or systems.

9.             Technology Cooperation Committee.

(a) Henkel and Ecolab hereby establish a technology cooperation committee (the “Technology Cooperation Committee”) consisting of  four (4), six (6), eight (8) or ten (10) persons, with the exact number to be agreed (or, from time to time, changed) by Henkel and Ecolab.  Henkel and Ecolab shall each appoint one-half of the total number of individuals to the Technology Cooperation Committee, such that Henkel and Ecolab shall each have an equal number of appointees. Henkel’s initial appointees and Ecolab’s initial appointees are listed on Exhibit 9(a) hereto.  Each party may withdraw existing or appoint new individuals to the Technology Cooperation Committee by written notice to the other party. The Technology Cooperation Committee shall be co-chaired by an appointee of each party and each party shall elect or depose its chairman.  At least twice during each calendar year the Technology Cooperation Committee shall meet and conduct face-to-face meetings.  In addition, as may be mutually agreed upon by Henkel and Ecolab or the members of the Technology Cooperation Committee, the Technology Cooperation Committee may from time to time meet by telephone- or video-conference or otherwise. The Technology Cooperation Committee shall establish additional rules of procedure to govern its meetings and operations. In all dealings of the Technology Cooperation Committee, the members shall preserve confidentiality and act in good faith and with candor.

(b) The purpose of the Technology Cooperation Committee shall be (i) to facilitate and enhance the parties’ ability to Exploit and otherwise use the Intellectual Property pursuant to the provisions of this Agreement, and (ii) to attempt to resolve conflicts or issues that may arise in connection with the Exploit or other use of the Intellectual Property. The Technology Cooperation Committee shall consider and evaluate matters, and shall make recommendations to Henkel and Ecolab for the mutually satisfactory resolution of conflicts, relating to this Agreement and the Intellectual Property.  Without limiting the generality of the foregoing, topics of the Technology Cooperation Committee shall include: (i) the development and evaluation of the Modifications; (ii) changes in the manner by which the parties may Exploit or otherwise use the Intellectual Property; (iii) strategies for the preparation and filing of applications to register Intellectual Property in a manner that will protect the interests of each party; (iv) technology developments affecting the Intellectual Property; (v) infringements or other violations of any rights associated with the Intellectual Property; (vi) analysis and evaluation of data, test reports and other information for products or services relating to or embodying the Intellectual Property; (vii) training of employees of a Licensee in the use of the Intellectual Property; (viii) the actions contemplated by Section 17; (ix) domain name and other internet-related conflicts; and (x) such other matters as may arise under this Agreement or otherwise affect the Intellectual Property.

10.           Ownership and Use of Modifications and New Technology.

Ecolab shall exclusively own any Modifications or New Technology which Ecolab develops.  Henkel shall exclusively own any Modifications or New Technology which Henkel develops.  Within a reasonable time after their development, Henkel or Ecolab, as applicable, shall make a confidential written disclosure, with enough data and specificity to permit meaningful evaluation, of a Modification or New Technology to the Technology Cooperation Committee (the “Modification Notice”).  The Technology Cooperation Committee members representing the party to whom the disclosure is made shall have the right to make further confidential disclosure to management of their employer for the purpose of evaluating the Modification or New Technology.  Henkel and Ecolab shall review such Modifications or New Technology with a view toward possibly entering into a licensing arrangement for the use of such Modification or New Technology developed by the other party.  Any such license shall be on reasonable terms with due regard to items such as: (i) the amount invested by the Licensor in the development of the Modification or New Technology; (ii) the additional amount required to be invested in order to use the Modification or New Technology; (iii) the market for the Modification or New Technology and products or services embodying the Modification or New Technology; and (iv) potential and existing competition with respect to the Modification or New Technology and products or services embodying the Modification or New Technology.  In the event Henkel and Ecolab are unable, in good faith, to agree upon the reasonable terms and conditions of any such license within one hundred twenty (120) days after the date the Modification Notice is received by the Technology Cooperation Committee, the Licensor shall thereafter have the unrestricted right to grant licenses to the subject Modification and New Technology to any third party on such terms and conditions as the Licensor deems appropriate.

11.           Maintenance of Intellectual Property.

Henkel, as the Licensor of the Ecolab Licensed Intellectual Property, and Ecolab, as the Licensor of the Assigned Intellectual Property, shall maintain and protect the Intellectual Property as follows:

(a) Except as otherwise provided in subsection (c) of this Section 11, the Licensor shall (using the same degree of care as for its other properties): (i)  keep, preserve, protect and maintain the registrations and applications for the registration of each  Patent and Trademark in full force and effect; and (ii) appropriately protect the confidentiality of any Technology. The Licensor shall make and prosecute all pending and/or necessary applications, filings and payments of fees to maintain all existing registrations and applications for the registration of the Patents and Trademarks owned by the Licensor in full force and effect, including, without limitation, any applications for renewal of any registrations and any affidavits, declarations or other instruments with respect to any such registrations.

(b)	To the extent reasonably requested by the Licensee, the Licensor shall make and prosecute all necessary applications and filings to register any Patent or Trademark owned by the Licensor in any country or jurisdiction in which such Patent or Trademark is not then registered.  Each such application or filing shall be made at the expense of the Licensee unless the Licensor intends to use (or within two (2) years after such registration uses or permits a third party to use) such Patent or Trademark in such country or jurisdiction, in which event the expense shall be equitably shared between Licensor and Licensee as foreseen in Section 12 (c) (iii).
(c)	The Licensor shall provide the Licensee with at least ninety (90) days prior written notice of Licensor’s intention to abandon, through express action or omission, any registrations or applications for the registration of any Patent or Trademark owned by the Licensor (the “Abandonment Notice”).  Within thirty (30) days after receipt of the Abandonment Notice, the Licensee shall provide written notice to the Licensor as to whether the Licensee desires to have the subject Patent or Trademark assigned, for no additional consideration, by the Licensor to the Licensee.  In the event the Licensee makes such an election, the Licensor shall execute such documents and take such other actions as may be reasonably requested by the Licensee to effectuate the assignment, for no additional consideration (but with cost and expenses to be borne consistent with Section 16) of such Patent or Trademark, together with an assignment of any registration or application for the registration of such Patent or Trademark in an any countries or jurisdictions, as requested by the Licensee; provided, however, (i) where the Licensor is Henkel, the subject Patent or Trademark shall thereafter be deemed to be a part of the Assigned Intellectual Property licensed to Henkel pursuant to Section 6 hereof and (ii) where the Licensor is Ecolab, the subject Patent or Trademark shall thereafter be deemed to be a part of the Ecolab Licensed Intellectual Property licensed to Ecolab pursuant Section 3 hereof.  In the event the Licensee fails to notify the Licensor of its election in a timely manner, the Licensor may abandon the subject registration or application for the registration of a Patent or Trademark without further obligation to the Licensee.
(d)	The Licensor and the Licensee shall execute any registered user agreements or other similar documents (collectively, “Registered User Agreements”) promptly after the other party’s reasonable request therefor, prepared by the requesting party, to record any license granted to the Licensee pursuant to the provisions of this Agreement in such countries or jurisdictions as the Licensor or the Licensee may designate.
(e)	The expenses for the foregoing items pursuant to this Section 11 shall be borne as between the parties in accordance with the provisions of Section 11 hereof or the Services Agreement, as applicable.

12.           Infringement of Intellectual Property.

(a)	The parties shall, with respect to any matters that come to their attention, provide prompt written notification to each other of (i) any infringement or other violation of any rights associated with the Intellectual Property, or (ii) any activities that could reasonably be considered to violate any right granted to a Licensee pursuant to this Agreement or that could reasonably be considered to limit, otherwise restrict, or have an adverse impact on, a Licensee’s right and ability to exercise any rights granted to a Licensee pursuant to this Agreement; provided, however, that neither party shall, unless the parties have otherwise expressly agreed, be affirmatively obligated to monitor for such infringements, violations or activities. Ecolab shall have the exclusive right to protect and defend the Assigned Intellectual Property. Henkel shall protect and defend the Ecolab Licensed Intellectual Property, but Ecolab shall have the right, in addition to any other rights or remedies available at (and subject to any limitations under) law or in equity, (i) to cause Henkel to commence any action or proceeding should Henkel fail to do so; (ii) to exercise and assert any and all rights and remedies available to a “registrant” pursuant to the provisions of the intellectual property laws of a particular country or jurisdiction; (iii) to commence or join any such action or proceeding in its own name and add Henkel as a party, in each case where permissible under applicable law; and (v) to jointly control with Henkel any such action or proceeding; provided, however, Ecolab shall not (without Henkel’s prior written consent, which consent shall not be unreasonably withheld) have the right to settle or otherwise resolve any such action or proceeding in a manner that would result in the forfeiture, loss or material restriction of Henkel’s rights with respect to the subject Ecolab Licensed Intellectual Property.  In the event Ecolab, as the case may be, fails or declines to promptly commence an action or proceeding in its own name or to join an action or proceeding commenced by Henkel, Henkel shall have the right to commence such action or proceeding and to solely control such action or proceeding; provided, however, Henkel shall not (without Ecolab’s prior written consent, which consent shall not be unreasonably withheld) have the right to settle or otherwise resolve any such action or proceeding in a manner that would result in the forfeiture, loss or material restriction of Ecolab’s rights with respect to the subject Ecolab Licensed Intellectual Property.
(b)	In any and all such actions or proceedings, the parties shall (i) reasonably cooperate and assist each other in good faith to protect and defend the subject Intellectual Property, (ii) take reasonable account of any legitimate commercial interest, such as availability of a counterclaim, of the other party, and (iii) notwithstanding anything in Section 16 hereof to the contrary, agree on an equitable allocation of costs, expenses and damages for such actions and proceedings, although it is generally intended that (a) a party solely controlling any such action or proceeding shall reimburse the party providing assistance for such assisting party’s reasonable outside counsel fees and reasonable internal costs and (b) as between the parties, a party that has solely paid all costs and expenses shall be solely entitled to any and all such damages, absent any judgment or agreement to the contrary.
(c)	Certain Ecolab Licensed Trademarks identified on Exhibits 1 (i) or 3 (a) are identical or substantially similar to certain Trademarks of Henkel which are listed on Exhibit 12 (c) hereto that Henkel may continue to maintain, expand or use outside the Cleaning and Sanitizing Field in its own interest (the “Henkel Neighboring Trademarks”). In order to enhance the protection and defense of both those certain Ecolab Licensed Trademarks and the Henkel Neighboring Trademarks, Henkel shall institute actions or proceedings (i) against confusingly similar Trademarks of third parties and (ii) in defense of those certain Ecolab Licensed  Trademarks and the Henkel Neighboring Trademarks, in each case with the goal of protecting both those certain Ecolab Licensed Trademarks and the Henkel Neighboring Trademarks in a coordinated manner. Section 16 hereof shall not apply, and the costs and expenses for the foregoing actions or proceedings shall be borne by:  (i) by Henkel, if such confusingly similar Trademark or the defense of one or more of those certain Ecolab Licensed Trademarks and Henkel Neighboring Trademark relates to a third party that operates outside the Cleaning and Sanitizing Field; (ii) by Ecolab, if such third party operates in the Cleaning and Sanitizing Field; or (iii) by Henkel and Ecolab equitably, if such third party operates both outside and in the Cleaning and Sanitizing Field (or if the field(s) of such third party’s operations cannot reasonably be determined or allocated).  The provisions of this Section 12(c) can be terminated by either party on notice to the other on or before June 30th of the then current calendar year with effect as of December 31st of that year, but not in any case with effect earlier than December 31, 2005.

13.           Quality Control.

To the extent required by the laws of a particular country or jurisdiction, with respect to Trademarks, the Licensor and the Licensee shall use reasonable efforts to maintain the quality of products and services associated with the Trademarks as follows:

(a)	The products and services provided by the Licensee in connection with the Trademarks shall be at a commercially reasonable level which is substantially comparable in the aggregate to the quality of any similar products or services provided by the JV Entities or Henkel, as applicable, prior to the Effective Date.
(b)	The Licensee shall, at the Licensor’s expense, provide the Licensor with samples of Licensee’s products (with respect to trademarks) and advertising and promotional materials (with respect to service marks), together with such numbers and varieties of cartons, containers, packaging and other materials as reasonably demonstrate use of the Trademarks in connection with Licensee’s products and services, as the Licensor may reasonably request from time to time, but not more than twice during any twelve (12) consecutive month period.
(c)	After providing the Licensee with at least thirty (30) days prior written notice, at such time and location as may be mutually agreed upon by the Licensee and the Licensor, not more than once during any twelve (12) consecutive month period, the Licensor shall have the right to make reasonable inspection of the premises where the products and services associated with the Trademarks are manufactured or provided, as applicable.  The Licensor’s exercise of its rights under this subsection shall be subject to such reasonable scheduling, confidentiality and other requirements as may be imposed by any third party manufacturer engaged by the Licensee.
(d)	In the event of the Licensee’s substantial failure to perform any of its material obligations under this Section, the Licensor shall provide the Licensee and the Technology Cooperation Committee with written notice specifying in reasonable detail the nature of the failure to perform.  The Technology Cooperation Committee shall promptly consider the matter and attempt to recommend a mutually satisfactory resolution to Henkel and Ecolab.  In the event that it is determined that corrective action must be taken by the Licensee, the Licensee shall be provided with notice of such determination. Upon receipt of such notice, the Licensee shall diligently and in good faith commence taking such actions as may be commercially reasonable to substantially correct or cure its failure to perform (the “Trademark Corrective Action”). Within ninety (90) days after its receipt of such notice (the “Trademark Cure Period”), the Licensee shall have completed such actions as may be reasonably necessary to have substantially corrected or cured its failure to perform.  The inability or failure of a party to have taken the Trademark Corrective Action during the Trademark Cure Period shall not constitute a breach of this Section (i) so long as the Licensee has in good faith commenced the Trademark Corrective Action during the Trademark Cure Period and has made progress towards the correction or cure of its failure to perform, or (ii) if the nature of the failure to perform, and/or the consequences of such failure to perform, are such that the Licensee is reasonably unable to take, commence or complete the Trademark Corrective Action during the Trademark Cure Period, in which case the Trademark Cure Period shall be deemed to be extended for such period of time as may be reasonably necessary for the Licensee to take the Trademark Corrective Action.

14.           Representations and Warranties of Henkel.

Henkel hereby represents, warrants and agrees, as applicable (except with respect to certain items of Intellectual Property in Mauritius and South Korea), as follows:

(a)	Henkel is the exclusive owner of all right, title and interest in and to the Assigned Intellectual Property and the Ecolab Licensed Intellectual Property, together with any and all registrations and applications to register any of the Assigned Intellectual Property and the Ecolab Licensed Intellectual Property;
(b)	Henkel followed the Henkel Standards in filing, prosecuting, registering and maintaining all Assigned Intellectual Property and the Ecolab Licensed Intellectual Property;
(c)	the Assigned Intellectual Property and the Ecolab Licensed Intellectual Property are not subject to any Encumbrances, including, without limitation, any licenses, sublicenses or transfers to any third party, except for any Encumbrances known to the JV Entities at the Effective Date;
(d)	to the knowledge of Henkel, the Exploit or other use by Ecolab of the Assigned Intellectual Property and the Ecolab Licensed Intellectual Property, in a manner and in  countries consistent with the current Exploit or other use by the JV Entities, does not infringe or otherwise violate the proprietary rights of any third party, except for any infringements or violations known to the JV Entities at the Effective Date;
(e)	the Assigned Intellectual Property and the Ecolab Licensed Intellectual Property are not the subject of any pending, or to the knowledge of Henkel threatened, disputes or claims, except for any disputes or claims known to the JV Entities at the Effective Date;
(f)	the Documentation was prepared in accordance with the Henkel Standards; and
(g)	in connection with its representations, warranties, covenants and duties under this Agreement, Henkel shall act, and has in the past acted, in accordance with the Henkel Standards.

15.           Indemnification.

(a)	The Licensee shall indemnify the Licensor from and against any and all claims and/or Damages which may be asserted against or suffered by the Licensor as a result or on account of the Exploit or other use by the Licensee of any of the Intellectual Property.
(b)	Each party shall indemnify, defend and hold harmless the other party and its Affiliates from and against any and all claims and/or Damages which may be asserted against or suffered by the other party or such Affiliates as a result of or on account of any breach of any express representation, warranty or covenant made by a party hereunder.
(c)	The method and procedure for the assertion and resolution of indemnification claims under this Section shall be made in accordance with the provisions of Sections 14.5 and 14.6 of the Master Agreement, with the Licensor or party seeking indemnification being deemed to be the Indemnified Party and the Licensee or party from whom indemnification is being sought deemed to be the Indemnifying Party under such sections.

16.           Transfer Expenses and Costs.

With respect to transfer expenses and costs, it is agreed that:

(a)	except as set forth below and in accordance with the first sentence of Section 16.8 of the Master Agreement, each party hereto shall bear and pay its own costs, charges and expenses incurred in the preparation, negotiation and implementation of this Agreement, including, without limitation, the cost of its attorneys, accountants, consultants, brokers, investment bankers or other advisors it retained;
(b)	Ecolab shall be solely responsible for the filing and legal fees associated with transferring, recording and/or registering the Assigned Intellectual Property in its (or its transferees’ or registrants’) name(s);
(c)	Henkel shall not be remunerated (other than reasonably required out of pocket expenses incurred on Ecolab’s behalf and with Ecolab’s prior approval) for providing clerical (as opposed to professional) assistance, such as copying and Database use, access, transport and integration, to Ecolab, including, without limitation, in connection with Ecolab’s transfer, recording and/or registration of the Assigned Intellectual Property;
(d)	Ecolab shall reimburse Henkel for the reasonable professional costs, including, without limitation, for Henkel’s internal professional patent and trademark department personnel, incurred by Henkel in Henkel’s maintenance of the Ecolab Licensed Intellectual Property that Henkel does not use outside the Cleaning and Sanitizing Field; and

(e)

Ecolab and Henkel shall, through the Technology Cooperation Committee, agree on an equitable arrangement for sharing the expenses of maintaining the Ecolab Licensed Intellectual Property that is used by Henkel outside the Cleaning and Sanitizing Field.

Notwithstanding the foregoing, the parties acknowledge that: (i) pursuant to the Master Agreement, they have entered into the Services Agreements (with specific per service pricing attachments) that provide for, among other things,  Henkel rendering certain intellectual property services to Ecolab for a transition period and the amounts by which Henkel will be compensated for such services; and (ii) in the event of any conflict between the provisions of such Services Agreements (with such attachments) and the foregoing provisions of this Section 16, the provisions of such Services Agreements (with such attachments) shall control.

17.           Further Assurances.

(a)	The parties expressly acknowledge that the subject matter of this Agreement and the transactions contemplated by this Agreement involve many items of Intellectual Property.  After the Effective Date, the parties shall from time to time at the request of each other, execute such other documents or instruments and take such other actions as may be reasonably requested in order to more effectively accomplish the purposes of this Agreement and the consummation of the transactions contemplated by this Agreement.  The parties shall use their reasonable efforts to obtain any additional consents, approvals, authorizations or waivers necessary in order to more effectively accomplish the purposes of this Agreement or consummate the transactions contemplated by this Agreement.
(b)	The parties acknowledge and agree that, with respect to the Assigned Patents licensed to Henkel and the Ecolab Licensed Patents, this Agreement shall terminate on a country–by–country basis and shall expire in each such country upon the last to expire in each such country of any registration for such Assigned Patents and any Ecolab Licensed Patents.
(c)	The parties further acknowledge and agree that after the Effective Date it may be necessary to re-characterize certain items of the Intellectual Property to correct oversights or omissions and thereby (i) transfer such items from one exhibit hereto to another, (ii) delete such items from exhibits, (iii) add such items to exhibits, (iv) amend the intended registrant(s), if specified, such items, or (v) otherwise take such actions as are necessary to more effectively accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.  Neither party shall have any unilateral right to so re-characterize any such item without the other party’s prior written consent (which consent shall not be unreasonably withheld).  The foregoing actions may also be taken for the purpose of: (i) more effectively protecting and defending the Intellectual Property; (ii) facilitating the use of the Intellectual Property; (iii) financial efficiency; or (iv) for other purpose consistent with the provisions of this Agreement.  All such matters pursuant to this Section shall (i) be dealt with initially by the Technology Cooperation and (ii) require the parties shall consult and cooperate with each other in good faith.

18.           Termination of the Agreement. 

In the event that either party fails to substantially perform any of their material obligations under this Agreement, the nondefaulting party may give written notice of the default to the defaulting party (the “Default Notice”). Within sixty (60) days after its receipt of the Default Notice (the “Default Cure Period”), the defaulting party shall have completed such actions as may be reasonably necessary to have substantially corrected or cured its default (the “Default Corrective Action”).  So long as the inability or failure of a party to have taken the Default Corrective Action during the Default Cure Period shall not constitute a breach of this Section (i) so long as the defaulting party has in good faith commenced the Default Corrective Action during the Default Cure Period and has made progress towards the correction or cure of the default, or (ii) if the nature of the default, and/or the consequences of such failure to perform, are such that the defaulting party is reasonably unable to take, commence, or complete the Default Corrective Action during the Default Cure Period, in which case the Default Cure Period shall be deemed to be extended for such period of time as may be reasonably necessary for the defaulting party to take the Default Corrective Action. At the expiration of the Default Cure Period, the parties shall in good faith attempt to resolve the Dispute pursuant to the methods and procedures for dispute resolution specified in Article XV of the Master Agreement. In the event particular items of Intellectual Property are the subject of a Dispute, this Agreement may be terminated only with respect to such particular items of Intellectual Property; provided, however, the termination of this Agreement in its entirety, or the termination of this Agreement with respect to a particular item of Intellectual Property, shall not in any respect whatsoever render void, or otherwise affect, the transfer, sale and assignment to Ecolab of the Assigned Intellectual Property pursuant to the provisions of Section 2 of this Agreement.

19.           Disclaimer.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE MASTER AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE  WITH RESPECT TO ANY INTELLECTUAL PROPERTY HEREUNDER.

20.             Prior Agreements.

Each of the Prior Agreements and all of the provisions thereof shall be deemed amended by this Agreement to apply only to intellectual property used by the JV Entities on or prior to the date hereof and shall remain in full force and effect for a period of eighteen (18) months after the Effective Date and shall thereupon terminate without further Liability to either party; provided that (i) any Liability of a party under any Prior Agreement shall not terminate with respect to any claim, whether or not fixed as to Liability or liquidated as to amount, with respect to which such party has been given written notice by the other party prior to such 18-month date specifying the facts on which such alleged claim is based; (ii) Ecolab shall promptly pay any accrued and unpaid royalties due through the Effective Date to Henkel pursuant to the Technology and Trademark Royalty Fee Agreement dated July 11, 1991, and, immediately as of such payment, no further royalties shall be due or payable by any party (or the JV Entities) to the other party under any Prior Agreement; and (iii) any provisions of a Prior Agreement that are inconsistent with any provisions of this Agreement shall be deemed amended and superseded by the provisions of this Agreement.

21.           Assignment.

Henkel and Ecolab shall each have the right to convey, transfer, assign or otherwise dispose of any of their rights or obligations under this Agreement to any of their respective Affiliates and to any successors or assigns of the relevant business or otherwise, but only to the extent that such dispositions are consistent with the terms and conditions of the rights granted herein. The aforementioned actions may be taken without the consent of either party, but each party shall provide the other party with reasonable notice that such actions have been taken.

22.           Miscellaneous.

Except for the provisions of Section 16.3 and 16.8 and the last sentence of Section 16.9 of the Master Agreement, the provisions of Article XVI of the Master Agreement shall have application to this Agreement.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement, on its own behalf and as the representative of each of its Affiliates, as of the date first above written.

HENKEL KGaA
By:	/s/ W. Kotz  /s/ T. Kuhn
Its:
ECOLAB INC.
By:	/s/ Lawrence T. Bell
Its:	Senior Vice President – Law and General Counsel

EX-99.A

News Release

Ecolab Inc.

Ecolab Center

370 North Wabasha Street

St. Paul, Minnesota  55102

FOR IMMEDIATE RELEASE

Michael J. Monahan            (651) 293-2809 (Tel)

                                                (651) 225-3123 (Fax)

Ecolab Closes on European Acquisition

                November 30, 2001, St. Paul, MN:  Ecolab Inc. has closed on its previously announced acquisition of the remaining 50% of the Henkel-Ecolab joint venture it did not own.

                Ecolab paid approximately 485 million euros ($430 million at current exchange rates) in cash, subject to post-closing adjustments, to Henkel KGaA, Dusseldorf, Germany.  Ecolab will integrate the former Henkel-Ecolab into its existing global operations.

                Allan L. Schuman, Ecolab’s Chairman and Chief Executive Officer commented, saying, “This transaction – the largest in our history – creates a new era of opportunity for our customers, our Ecolab associates and our business prospects around the world.  As one seamless organization, only Ecolab will be able to provide the product and service breadth to meet our expanding global customers’ cleaning and sanitizing needs, and at the same time maintain the unparalleled expertise and attention to local service for which we are so well known.  Further, we will expand the line of businesses in Europe and  elsewhere as we broaden the range of offerings and value-added solutions for our customers.

                “We extend a very warm welcome to our new Ecolab associates and customers in Europe, and look forward to building our business – and growth – together.“

                Ecolab has initially financed the payment through the issuance of 60-day prepayable notes to Henkel.  Ecolab expects to refinance the notes through a combination of short term and long-term debt.  Both Standard & Poor’s and Moody’s have reaffirmed Ecolab’s A/A2 ratings for long-term obligations and A1/P1 for commercial paper following the November 23, 2001 announcement of this payment form to Henkel.

                Ecolab is the leading global developer and marketer of premium cleaning, sanitizing, pest elimination, maintenance and repair products and services for the hospitality, institutional and industrial markets.  For the year ended December 31, 2000, Ecolab reported sales of $2.3 billion; including effects of this transaction, Ecolab’s global sales coverage was $3.1 billion.

                Ecolab news releases and other investor information, including additional information regarding this transaction, are available on the Internet at http://www.ecolab.com; and by telephone at 1-800-FACT-ECL.

                This news release contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements, which represent Ecolab's expectations or beliefs concerning various future events, include Ecolab's expectation of expanding business lines in Europe and elsewhere and the expectations for refinancing the 60 day note, and are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those of such Forward-Looking Statements.  In general, statements about Ecolab’s future operating results and business performance are subject to risks and uncertainties such as those described in Ecolab’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 under the heading “Forward-Looking Statements and Risk Factors.”  Ecolab’s ability to initially refinance 60-day notes is subject to the completion of credit agreements in sufficient amounts to provide for refunding pursuant to commitment letters from certain banks to provide credit facilities.  The commitments are subject to final documentation and satisfaction of other customary conditions.  Ecolab undertakes no duty to update these Forward-Looking Statements.

###

EX-99.B

Execution Copy

U.S. $175,000,000

CREDIT AGREEMENT

(364 Day Facility)

Dated as of December 7, 2001

Among

ECOLAB INC.,

THE BANKS NAMED HEREIN,

CITICORP USA, INC.

as Administrative Agent,

J.P. MORGAN SECURITIES INC.,

as Documentation Agent

and

SALOMON SMITH BARNEY INC.

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

Section
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01.	Certain Defined Terms
SECTION 1.02.	Computation of Time Periods
SECTION 1.03.	Accounting Terms and Change in Accounting Principles
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01.	The Advances.
SECTION 2.02.	Making the Advances.
SECTION 2.03.	[Reserved].
SECTION 2.04.	Fees.
SECTION 2.05.	Reduction of the Commitments
SECTION 2.06.	Repayment of Advances
SECTION 2.07.	Interest on Advances
SECTION 2.08.	Additional Interest on Eurodollar Rate Advances
SECTION 2.09.	Interest Rate Determination.
SECTION 2.10.	Voluntary Conversion or Continuation of Advances.
SECTION 2.11.	Prepayments
SECTION 2.12.	Increased Costs and Reduced Return.
SECTION 2.13.	Illegality.
SECTION 2.14.	Payments and Computations.
SECTION 2.15.	Sharing of Payments, Etc
SECTION 2.16.	[Reserved].
SECTION 2.17.	Taxes.
SECTION 2.18.	Substitution of Banks
SECTION 2.19.	Extension of Commitments.
ARTICLE III
CONDITIONS OF LENDING
SECTION 3.01.	Conditions Precedent to Initial Borrowing
SECTION 3.02.	Conditions Precedent to Each Borrowing
ARTICLE IV
REPRESENTATION AND WARRANTIES
SECTION 4.01.	Representations and Warranties of the Company
ARTICLE V
COVENANTS OF THE COMPANY
SECTION 5.01.	Affirmative Covenants
SECTION 5.02.	Negative Covenants
SECTION 5.03.	Financial Covenant
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01.	Events of Default
ARTICLE VII
THE AGENT
SECTION 7.01.	Authorization and Action
SECTION 7.02.	Agent’s Reliance, Etc
SECTION 7.03.	Citicorp and Affiliates
SECTION 7.04.	Bank Credit Decision
SECTION 7.05.	Indemnification
SECTION 7.06.	Successor Agent
ARTICLE VIII
[Reserved]
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Amendments, Etc
SECTION 9.02.	Notices, Etc
SECTION 9.03.	No Waiver; Remedies
SECTION 9.04.	Costs and Expenses
SECTION 9.05.	Right of Set-off
SECTION 9.06.	[Reserved].
SECTION 9.07.	Binding Effect
SECTION 9.08.	Assignments and Participations.
SECTION 9.09.	Consent to Jurisdiction
SECTION 9.10.	GOVERNING LAW
SECTION 9.11.	Execution in Counterparts
SECTION 9.12.	Indemnification
SECTION 9.13.	Confidentiality
SECTION 9.14.	Non-Reliance by the Banks
SECTION 9.15.	No Indirect Security
SECTION 9.16.	Waiver of Jury Trial
EXHIBIT A	Form of Note
EXHIBIT B	Form of Notice of Borrowing
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Opinion of General Counsel of the Company
EXHIBIT E	Form of Opinion of Special Counsel for the Company
EXHIBIT F	Form of Opinion of Special Counsel for the Agent
SCHEDULE I	Applicable Lending Office

CREDIT AGREEMENT

(364 Day Facility)

Dated as of December 7, 2001

ECOLAB INC., a Delaware corporation (the “Company”), the Banks party hereto from time to time, and Citicorp USA, Inc. (“Citicorp”) as administrative agent (the “Agent”) for the Banks hereunder, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Advance” means an advance by a Bank to the Company as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type” of Advance.

“Affiliate” means, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified.

“Agreement” means this Credit Agreement, as it may from time to time hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Applicable Eurodollar Margin” has the meaning specified in Section 2.07(b).

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance, and such Bank’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Assignment and Acceptance” means an assignment and acceptance in substantially the form of Exhibit C hereto pursuant to which a Bank assigns all or a portion of such Bank’s rights and obligations under this Agreement in accordance with the terms of Section 9.08.

“Banks” means the financial institutions listed on the signature pages hereof, and any assignee of a Bank pursuant to an Assignment and Acceptance.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the higher of:

(a)           the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; or

(b)           one-half of one percent per annum above the Federal Funds Rate.

“Base Rate Advance” means an Advance denominated in Dollars which bears interest as provided in Section 2.07(a).

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made to the Company by each of the Banks pursuant to Section 2.01.

“Business Day” means a day of the year (i) on which banks are not required or authorized to close in New York City, and (ii) if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“Capitalization” means, as of any date, the sum of Total Debt plus Shareholders’ Equity.

“Change of Control” means an event which shall be deemed to have occurred if any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act) of stock of the Company of any class or classes where the stock the beneficial ownership of which is so acquired carries (otherwise than by reason only of the happening of a contingency) more than 50 percent of the ordinary voting power for the election of directors generally of the Company; or, during any period of 12 consecutive calendar months, individuals:

(i)            who were directors of the Company on the first day of such period, or

(ii)           whose election or nomination for election to the board of directors of the Company was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or nomination for election was so approved

shall cease to constitute a majority of the board of directors of the Company.

“Citibank” means Citibank, N.A.

“Closing Date” means December 7, 2001.

“Commitment” has the meaning specified in Section 2.01.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP.

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09, 2.10 or 2.13.

“Credit Rating” means, at any time, the credit rating on the Company’s long-term senior unsecured debt then most recently publicly announced by either Moody’s or S&P and “Credit Ratings” means both such credit ratings.

“Debt” means (but without duplication of any item) (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business, (iv) obligations as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Default” means any event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Dollars” and the sign “$” each means lawful money of the United States.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or such other office of such Bank as such Bank may from time to time specify to the Company and the Agent.

“Earlier Termination Date” has the meaning specified in Section 2.19(c).

“Eligible Assignee” means (i) a Bank or any affiliate of a Bank; (ii) a commercial bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $250,000,000; or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having a combined capital and surplus of at least $250,000,000 or the local currency equivalent thereof, provided that such bank is acting through a branch or agency located in the United States.

“ERISA” means the Employment Retirement Income Security Act of 1974, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any (i) corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Company or any of its Subsidiaries, (ii) partnership, trade or business under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Company or any of its Subsidiaries, and (iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Company or any of its Subsidiaries, any corporation described in clause (i) or any partnership, trade or business described in clause (ii).

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto (or, if no such office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank may from time to time specify to the Company and the Agent.

“Eurodollar Rate” means, for the Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance comprising part of such Borrowing and for a period equal to such Interest Period; provided, however, for purposes of determining the amount of any such deposit in the case of Citibank, such amount shall be substantially equal to the Eurodollar Rate Advance to be made by Citicorp comprising part of such Borrowing.  The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.09.

“Eurodollar Rate Advance” means an Advance which bears interest as provided in Section 2.07(b).

“Eurodollar Rate Reserve Percentage” of any Bank for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Bank (or for Citibank, in the case of Eurodollar Rate Advances of Citicorp) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extended Termination Date” has the meaning specified in Section 2.19(c).

“Extension Confirmation Date” has the meaning specified in Section 2.19(b).

“Extension Confirmation Notice” has the meaning specified in Section 2.19(b).

“Extension Request” has the meaning specified in Section 2.19(a).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“GAAP” means generally accepted accounting principles set forth in the opinions, statements and pronouncements of the Financial Accounting Standards Board, Accounting Principles Board and the American Institute of Certified Public Accountants or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination and in any event applied in a manner consistent with the application thereof used in the preparation of the financial statements referred to in Section 4.01(e).

“Insufficiency” means, with respect to any Plan, the amount, if any, by which the present value of the vested benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.

“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the period selected by the Company pursuant to the provisions below, and thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company pursuant to the provisions of Section 2.10 and subject to the provisions below.  The duration of each such Interest Period shall be one, two, three or six months, or nine or twelve months, if available, in each case as the Company may select pursuant to the provisions of Section 2.02(a) or Section 2.10, as applicable; provided, however, that:  (i) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.  If, in accordance with Section 2.13 or otherwise, any Borrowing shall include both Base Rate Advances and Eurodollar Rate Advances, each such Base Rate Advance shall be assigned an Interest Period that is coextensive with the Interest Period then assigned to such Eurodollar Rate Advances.

“Majority Banks” means at any time Banks holding at least 51% of the then aggregate unpaid principal amount of the Advances made by Banks, or, if no such principal amount is then outstanding, Banks having at least 51% of the Commitments.

“Margin Stock” has the meaning specified in Regulation U issued by the Board of Governors of the Federal Reserve System.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Company or any of its ERISA Affiliates, and more than one employer other than the Company or any of its ERISA Affiliates, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Company or any of its ERISA Affiliates made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Note” means a promissory note of the Company payable to the order of any Bank, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Company to such Bank resulting from the Advances made by such Bank to the Company.

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Payment Office” means the principal office of Citibank in New York City, located on the date hereof at 399 Park Avenue, New York, New York 10043.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Plan” means an employee benefit plan, other than a Multiemployer Plan, which is (or, in the event that any such plan has been terminated within five years after a transaction described in Section 4069 of ERISA, was) maintained for employees of the Company or any of its ERISA Affiliates and subject to Title IV of ERISA.

“Reference Banks” means Citibank, JPMorgan Chase Bank and Credit Suisse First Boston.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholders’ Equity” means at any date the consolidated shareholders’ equity of the Company and its Consolidated Subsidiaries which would appear as such on a consolidated balance sheet as of such date of the Company and its Consolidated Subsidiaries, after deducting treasury stock and as determined in accordance with GAAP.

“Significant Subsidiary” has the meaning assigned to such term in Regulation S-X issued pursuant to the Securities Act and the Exchange Act.

“Stated Termination Date” means December 6, 2002, or such later date as may be established pursuant to Section 2.19.

“Subsidiary” means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly (through one or more Subsidiaries) owned or controlled by the Company.

“Termination Date” means the Stated Termination Date or the earlier date of termination in whole of the Commitments pursuant to Section 2.05(a) or 6.01.

“Termination Event” means (i) a “reportable event,” as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(f) of ERISA, or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Company or any of its ERISA Affiliates under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Total Commitment” means, at any time, the sum of all of the Commitments at such time.

“Total Debt” means, as of any date, all Debt of the Company and its Consolidated Subsidiaries on a consolidated basis, other than, to the extent included in Debt, liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Type” has the meaning assigned thereto in the definition herein of “Advance”.

“Utilization Fee” has the meaning specified in Section 2.04(b).

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary in which all of the shares of capital stock or other equity interests are, at the time, directly or indirectly owned by the Company; provided that up to 10% of each class of such shares of capital stock or other equity interests may be directors’ qualifying shares or shares or equity interests issued by such Subsidiary under employee compensation or incentive plans.

“Withdrawal Liability” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.  Computation of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

SECTION 1.03.  Accounting Terms and Change in Accounting Principles.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  If any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 4.01(e) are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the Company with the agreement of its independent certified public accountants and such changes result in a change in the components of the calculation of any of the financial covenants, standards or terms found in Article V hereof, the Company and the Agent agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made, provided, however, that no change in GAAP that would affect the components of the calculation of any of such financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Agent, to so reflect such change in accounting principles.  Without limiting the generality of the foregoing, any sale of accounts receivable, chattel paper, instruments, general intangibles and related equipment or inventory or any other assets by the Company or any Subsidiary which constitutes a sale of such assets under GAAP as in effect from time to time shall not constitute Debt under this Agreement or the grant of a Lien on such assets for purposes of this Agreement.  Notwithstanding anything in the second sentence of this Section to the contrary, whether any such sale consisting of a sale of financial assets covered by SFAS 140 constitutes a sale shall be determined by SFAS 140 or any successor pronouncement from and after its respective effective date.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Advances.

(a)  Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Company from time to time on any Business Day during the period from the date hereof until the Termination Date.  The aggregate amount (determined in Dollars) of the Advances of any Bank shall not exceed at any time outstanding the Dollar amount set opposite such Bank’s name on the signature pages hereof (or of any Assignment and Acceptance  to which such Bank is a party), as such amount may be reduced pursuant to Section 2.05 (such Bank’s “Commitment”).

(b)  Each Borrowing shall consist of Advances of the same Type made on the same day by the Banks ratably according to their respective Commitments.  Each Borrowing shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.  Within the limits of each Bank’s Commitment, the Company may borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.11, and reborrow under this Section 2.01.

SECTION 2.02.  Making the Advances.

(a)  Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) by the Company to the Agent, in the case of a proposed Borrowing comprised of Base Rate Advances, on the date of such proposed Borrowing and in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing.  The Agent shall give each Bank prompt notice thereof by telecopy, telex or cable.  Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance and (iv) aggregate amount of such Borrowing.  The Company shall certify, in each Notice of Borrowing, the Credit Ratings, if any, then in effect.  In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Agent shall promptly notify each Bank and the Company of the applicable interest rate under Section 2.07(b).

(b)           Each Bank shall make available for the account of its Applicable Lending Office:

(i)  in the case of a Borrowing comprised of Base Rate Advances, to the Agent before 12:00 noon (New York City time)(or, if the applicable Notice of Borrowing shall have been given on the date of such Borrowing, before 4:00 P.M. (New York City time)) on the date of such Borrowing, at such account maintained at the Payment Office as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Borrowing; and

(ii)  in the case of a Borrowing comprised of Eurodollar Rate Advances, to the Agent before 12:00 noon (New York City time) on the date of such Borrowing, at such account maintained at the Payment Office as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Borrowing.

After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Company at the aforesaid applicable Payment Office.

(c)           Each Notice of Borrowing shall be irrevocable and binding on the Company.  In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Company shall indemnify each Bank against any loss, cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(d)           Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to it on the date of such Borrowing in accordance with subsection (b) of this Section 2.02 and it may, in reliance upon such assumption, make (but shall not be required to make) available to the Company on such date a corresponding amount.  If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Agent at (i) in the case of the Company, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate or the Agent’s overdraft cost, if higher.  If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

(e)           The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

SECTION 2.03.  [Reserved].

SECTION 2.04.  Fees.

(a)  Facility Fee.  The Company agrees to pay each Bank a facility fee at the respective rate per annum set forth below on such Bank’s average daily Commitment (irrespective of usage) from the date hereof until the Termination Date, payable on the last day of each March, June, September and December during the term of such Bank’s Commitment, commencing December 31, 2001, and on the Termination Date.  The facility fee in respect of any period shall be determined on the basis of the Credit Ratings in effect during such period, in accordance with the table set forth below.  The rate per annum at which such facility fee is calculated shall change when and as any Credit Rating changes.

Credit Rating	Facility Fee
	(Rate per annum)
A or better (S&P) or A2 or better (Moody’s)	0.07	%
Below A (S&P) and A2 (Moody’s) but A-  (S&P) or A3  (Moody’s)	0.08	%
Below A- (S&P) and A3 (Moody’s) but BBB+ (S&P) or Baa1 (Moody’s)	0.09	%
Below BBB+ (S&P) and Baa1 (Moody’s) but BBB  (S&P) or Baa2 (Moody’s)	0.11	%
Below BBB (S&P) and Baa2 (Moody’s) but BBB- (S&P) and Baa3 (Moody’s)	0.15	%
Below BBB- (S&P) or Baa3 (Moody’s)	0.20	%

If, during any period, the Company shall not have Credit Ratings from both S&P and Moody’s, the Credit Rating of the Company for purposes of this Section 2.04(a) shall be deemed to be below BBB- (S&P) and below Baa3 (Moody’s) during such period.  In addition, and notwithstanding the foregoing chart, if the Credit Rating of the Company from S&P is more than one level higher or lower than the equivalent Credit Rating of the Company from Moody’s at such time, then the facility fee rate shall be determined as if the applicable Credit Rating of the Company from each of S&P and Moody’s were one level higher than the lower of the two Credit Ratings.

(b)  Utilization Fee.  For each day on which the aggregate outstanding principal amount of the Advances exceeds 50% of the aggregate amount of the Commitments, a utilization fee (the “Utilization Fee”) (in addition to all other interest and fees payable with respect to the Advances) will accrue on each outstanding Advance at a rate equal to 0.10% per annum (computed daily on the basis of a three hundred sixty (360) day year and actual days elapsed).  The Utilization Fee will be payable, when applicable, with respect to each applicable Advance, on each date that interest is payable with respect to such Advance.

(c)  Agency Fee.  The Company agrees to pay to the Agent those fees as are described in that certain letter agreement dated November 12, 2001 (as the same may from time to time be amended, supplemented, restated or otherwise modified), when and as the same shall become due and payable by the Company as provided therein.

SECTION 2.05.  Reduction of the Commitments.  The Company shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks; provided, that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

SECTION 2.06.  Repayment of Advances.  The Company shall repay on the Termination Date the principal amount of each Advance made to it.

SECTION 2.07.  Interest on Advances.  The Company shall pay interest on the unpaid principal amount of each Advance made by each Bank from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)  Base Rate Advances.  If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable monthly on the tenth day of each month and on the date such Base Rate Advance shall be paid in full or converted; provided, that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate in effect from time to time.  The Agent shall provide telephonic notice to the Company of the amount of interest due and payable on Base Rate Advances by a date not later than the date such payment is due; provided, however, that the Agent’s failure to give such notice shall not discharge the Company from the payment of interest but shall only delay the due date of such interest until such telephonic notice is given.

(b)  Eurodollar Rate Advances.  If such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Eurodollar Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above (x) if the originally scheduled Interest Period shall then be in effect, the sum of the Eurodollar Rate plus the Applicable Eurodollar Margin then in effect with respect to such Advance, and (y) in all other cases, the Base Rate in effect from time to time.  “Applicable Eurodollar Margin” means, in respect of any Eurodollar Rate Advance, a rate per annum determined as of the first day of the Interest Period for such Eurodollar Rate Advance in reference to the table set forth below on the basis of the Credit Ratings at such time.

	Applicable
	Eurodollar Margin
Credit Rating	(Rate per Annum)
A  or better (S&P) or A2 or better (Moody’s)	0.155	%
Below A (S&P) and A2 (Moody’s) but A- (S&P) or A3 (Moody’s)	0.165	%
Below A- (S&P) and A3 (Moody’s) but BBB+ (S&P) or Baa1 (Moody’s)	0.210	%
Below BBB+ (S&P) and Baa1 (Moody’s) but BBB  (S&P) or Baa2 (Moody’s)	0.265	%
Below BBB (S&P) and Baa2 (Moody’s) but BBB- (S&P) and Baa3 (Moody’s)	0.350	%
Below BBB- (S&P) or Baa3 (Moody’s)	0.500	%

If, on the first day of the Interest Period for any Eurodollar Rate Advance, the Company shall not have Credit Ratings from both S&P and Moody’s, the Credit Ratings of the Company, for purposes of this Section 2.07(b), shall be deemed to be below BBB- (S&P) and below Baa3 (Moody’s) during such period.  In addition, and notwithstanding the foregoing chart, if the Credit Rating of the Company from S&P is more than one level higher or lower than the equivalent Credit Rating of the Company from Moody’s at such time, then the Applicable Eurodollar Margin shall be determined as if the Credit Rating of the Company from each of S&P and Moody’s were one level higher than the lower of the two Credit Ratings.

SECTION 2.08.  Additional Interest on Eurodollar Rate Advances.  The Company shall pay to each Bank, so long as such Bank (or Citibank, in the case of Eurodollar Rate Advances of Citicorp) shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance made by such Bank to the Company, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period, payable on each date on which interest is payable on such Advance.  Such additional interest so notified to the Company by any Bank shall be payable to the Agent for the account of such Bank on the dates specified for payment of interest for such Advance in Section 2.07.

SECTION 2.09.  Interest Rate Determination.

(a)  Each Reference Bank agrees to furnish to the Agent (in the case of Eurodollar Rate Advances), timely information for the purpose of determining the Eurodollar Rate.  The Agent shall give prompt notice to the Company and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.07(a) or (b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b).

(b)  If the Agent shall, at least one Business Day before the date of any requested Borrowing or the Conversion or continuation of any Borrowing, notify the Company and the Banks that less than two of the Reference Banks shall have furnished timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, whereupon

(i)    each such Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

(ii)   the rights of the Company to select, and the obligation of the Banks to make, or to Convert Advances into, or continue Advances as, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(c)  If, with respect to any Eurodollar Rate Advances the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Borrowing, notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Company and the Banks, whereupon

(i)    each such outstanding Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into, and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) , and

(ii)  the rights of the Company to select, and the obligation of the Banks to make, or to Convert Advances into, or continue Advances as, Eurodollar Rate Advances shall be suspended until the Majority Banks have notified the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(d)  The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections 2.09 (b)or (c) or 2.13 no longer apply, promptly so notify the Company, provided that the failure of the Agent to so notify the Company shall not impair the rights of the Banks under this Section 2.09 or Section 2.13, as applicable, or expose the Agent to any liability.

(e)  If the Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.10, or is not entitled to Convert or continue such Advances into or as Eurodollar Rate Advances pursuant to Section 2.10, the Agent will forthwith so notify the Company and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

(f)  On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Company to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $10,000,000, the Company shall have the right to continue all such Advances as, or to Convert all such Advances into, Eurodollar Rate Advances having such Interest Period.

SECTION 2.10.  Voluntary Conversion or Continuation of Advances.

The Company may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed Conversion or continuation, and subject to the provisions of Sections 2.09 and 2.13 and the provisos in this Section 2.10(a), Convert all or any part of the Advances of one Type comprising the same Borrowing into Advances of another Type or continue all or any part of the Advances of one Type comprising the same Borrowing as Advances of the same Type; provided, however, that any such Conversion or continuation of any Eurodollar Rate Advances shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances; and provided further, that no Advance may be Converted into or continued as, a Eurodollar Rate Advance, at any time that a Default or Event of Default has occurred and is continuing.  Any such Conversion or continuation of any Advances shall be in the minimum amounts and increments specified in Section 2.01(b).  Each such notice of a Conversion or continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or continuation, (ii) the Advances to be Converted or continued, and (iii) if such Conversion or continuation is into or as Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.

SECTION 2.11.  Prepayments.  Subject to Section 9.04(b) hereof, the Company may (i) following notice given to the Agent by the Company not later than 11:00 A.M. (New York City time) on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) following notice given to the Agent by the Company not later than 11:00 A.M. (New York City time) two Business Days prior to the proposed date of prepayment, such notice specifying the proposed date of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amounts of the Eurodollar Rate Advances comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid.  Each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.  

SECTION 2.12.  Increased Costs and Reduced Return.

(a)  If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted after the Closing Date, or reasonably determined by a Bank only after the Closing Date to be applicable to it or to its Eurodollar Rate Advances, there shall be any increase after the date hereof in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, by an amount deemed by such Bank to be material, then the Company shall from time to time, within 15 days after demand by such Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost.  It shall be assumed, for the purpose of computing amounts to be paid by the Company to Citicorp pursuant to this Section 2.12(a), that the making, funding or maintaining by Citicorp of any Advance has been by Citibank.

(b)  If any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office or any corporation controlling such Bank) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated after the Closing Date, or if effective, made or promulgated prior to such date, is reasonably determined by a Bank only after the Closing Date to be applicable to it or its obligations hereunder, has or would have the effect after the date hereof of reducing the rate of return on such Bank’s capital or the capital of any corporation controlling such Bank as a consequence of such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount deemed by such Bank to be material, then the Company shall, from time to time, within 15 days after demand by such Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank such additional amount or amounts as will compensate such Bank or such controlling corporation for such reduction.

(c)  Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.  In determining such amount, such Bank may use any reasonable averaging and attribution methods.  A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall be conclusive in the absence of manifest error.

(d)  The Company shall not be obligated to pay any additional amounts with respect to a demand under Section 2.12(a) or 2.12(b) that are attributable to the period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.12(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such certificate, the limitation set forth in this Section 2.12(d) shall not apply.

SECTION 2.13.  Illegality.

(a)  In the event that any Bank shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) at any time that the making or continuance of any of its Eurodollar Rate Advances has become unlawful because of the introduction of or any change in or in the interpretation of any law or regulation or because of the assertion of unlawfulness by any central bank or other governmental authority, then, in any such event, such Bank shall give prompt notice (by telephone confirmed in writing) to the Company and to the Agent of such determination (which notice the Agent shall promptly transmit to the other Banks).

(b)  Upon the giving of the notice to the Company referred to in subsection (a) above, then (i) the obligation of the Banks to make, or to Convert Advances into or to continue Advances as, Eurodollar Rate Advances shall be suspended until the applicable Bank notifies the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist, and (ii) if any affected Eurodollar Rate Advances are then outstanding, the Company shall, upon at least one Business Day’s written notice to the Agent and the affected Bank, or if permitted by applicable law no later than the date permitted thereby, in the Company’s sole discretion, either (i) prepay the principal amount of all outstanding Eurodollar Rate Advances of such Bank to which such notice related, together with accrued interest thereon to the date of payment or (ii) Convert each such Eurodollar Rate Advance into a Base Rate Advance, and be obligated to reimburse such Bank in respect thereof pursuant to Section 9.04(b) hereof.  If more than one Bank gives notice pursuant to Section 2.13(a) at any time, then all outstanding Eurodollar Rate Advances of such Banks must be treated the same by the Company pursuant to this Section 2.13(b).  Any Base Rate Advance arising by reason of this Section 2.13(b) shall have an Interest Period assigned to it that ends on the date that the Interest Period for the Eurodollar Rate Advance for which it shall have been substituted would have expired, and the principal thereof and interest thereon shall be payable on the date that principal and interest would otherwise have been payable on such Eurodollar Rate Advance.  Such Base Rate Advance may not be prepaid at any time prior to the date that the Eurodollar Rate Advances comprising a part of such Borrowing shall be prepaid.

SECTION 2.14.  Payments and Computations.

(a)  The Company shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office.  The Agent will give the Company prior notice of the due date of the principal of any Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given.  The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.08, 2.12 or 2.17) to the applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b)  The Company hereby authorizes each Bank, if and to the extent payment owed to such Bank by the Company is not made when due hereunder under any Note held by such Bank, to charge from time to time against any or all of the Company’s accounts with such Bank any amount so due.  Each Bank agrees promptly to notify the Company after any such charge, provided that the failure to give such notice shall not affect the validity of such charge.

(c)  All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable.  Each determination by the Agent (or, in the case of Section 2.08, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)  Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such cases be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e)  Unless the Agent shall have received notice from the Company prior to the date on which any payment is due from the Company to the Banks hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to it on such date and it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank.  If and to the extent the Company shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent at the Federal Funds Rate.

SECTION 2.15.  Sharing of Payments, Etc.  If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.08, 2.12 or 2.17) in excess of its ratable share of payments on account of the Advances obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank’s ratable share (according to the proportion of (i) the amount of such Bank’s required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered.  The Company agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Company in the amount of such participation.

SECTION 2.16.  [Reserved].

SECTION 2.17.  Taxes.

(a)  Subject to Section 2.17(f), any and all payments by the Company hereunder or under the Notes shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision thereof (all such non–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).  Subject to Section 2.17(f), if the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable by the Company shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)  In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “Other Taxes”).

(c)  The Company will indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Bank or the Agent (as the case may be), and any liability (including penalties, interest and expenses reasonably incurred) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30 days from the date such Bank or the Agent (as the case may be) makes written demand therefor.

(d)  The Agent may, from time to time, request that the Company furnish (and the Company shall, promptly following any such request, furnish) to the Agent the originals or certified copies of receipts evidencing the payment of Taxes by and on behalf of the Company or, if no Taxes are payable in respect of any payment hereunder or under the Notes, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt from or not subject to Taxes.

(e)  Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and obligations of the Company contained in this Section 2.17 shall survive the payment in full of principal and interest hereunder and under the Notes.

(f)  On or prior to the Closing Date (or, in the case of any assignee party to an Assignment and Acceptance,  on the effective date of its becoming a “Bank” hereunder), each Bank organized under the laws of a jurisdiction outside the United States shall provide the Agent with the forms prescribed by the Internal Revenue Service of the United States certifying such Bank’s exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder and under any of the Notes, and each such Bank shall thereafter provide the Company and the Agent with such supplements and amendments thereto and such additional forms as may from time to time be required by applicable law.  If a Bank that is organized under the laws of a jurisdiction outside the United States shall fail to deliver, or improperly delivers, the forms described in this Section 2.17(f), Section 2.17(a) and Section 2.17(c) shall not apply with respect to any payments made to such Bank under this Agreement during the period that such failure or deficiency shall continue, and the Company and the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made under this Agreement at the applicable statutory rate.

(g)  If any Bank determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes or Other Taxes paid or reimbursed by the Company pursuant to this Section 2.17 in respect of payments under this Agreement or the Notes, a current monetary benefit that it would otherwise not have obtained but for such refund, deduction or credit, and that would result in the total payments under this Section 2.17 exceeding the amount needed to make such Bank whole, such Bank shall pay to the Company, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all reasonable out-of-pocket expenses in securing such refund, deduction or credit.

SECTION 2.18.  Substitution of Banks.  In the event that (w) any one or more Banks, pursuant to Section 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; (x) any one or more Banks have determined pursuant to Section 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Bank to make or maintain such Eurodollar Rate Advances continues for 30 or more days after the receipt by such Bank from the Company of written notice of such inability and the Company’s request that such Bank alleviate such inability; or (y) any Bank shall decline (or be deemed to have declined) to extend its Commitment hereunder after a request for extension of Commitments pursuant to Section 2.19; then and in any such event, the Company may substitute for such Bank an existing Bank, or another financial institution which is acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto; provided, however, that in the case of a substitution pursuant to clause (y), the Company shall have first given each extending Bank the opportunity to increase its Commitment on a pro rata basis (based on the proportion that each such extending Bank’s Commitment bears to the sum of the Commitments of all of the extending Banks choosing to have their Commitments so increased) prior to substituting another financial institution or one or more of the existing Banks.  Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08.  Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under the Note to which such Bank is a party.

SECTION 2.19.  Extension of Commitments.

(a)  During the period from the date that is 60 days prior to the then effective Stated Termination Date to the date that is 45 days prior to the then Stated Termination Date, the Company may, by written notice (an “Extension Request”) given to the Agent, request that the Stated Termination Date be extended.  Each such Extension Request shall contemplate an extension of the Stated Termination Date to a date that is not later than 364 days after the date of issuance of the Extension Confirmation Notice.

(b)  The Agent shall promptly advise each Bank of its receipt of any Extension Request.  Each Bank may, in its sole discretion, consent to a requested extension by giving written notice thereof to the Agent by not later than the Business Day (the “Extension Confirmation Date”) immediately preceding the date that is 20 days prior to the then effective Stated Termination Date.  Failure on the part of any Bank to respond to an Extension Request by the applicable Extension Confirmation Date shall be deemed to be a denial of such request by such Bank.  If the Commitments of the Banks agreeing to an Extension Request (including the Commitment of any Bank substituted for a non-extending Bank pursuant to Section 2.18(y)) equal or exceed 50% of the Commitments at the time of the issuance of any Extension Request, such request shall be granted with respect to each consenting Bank.  Promptly following the opening of business on the first Business Day following the applicable Extension Confirmation Date, the Agent shall notify the Company in writing as to whether the requested extension has been granted (such written notice being an “Extension Confirmation Notice”) and, if granted, such extension shall become effective upon the issuance of such Extension Confirmation Notice.  The Agent shall promptly thereafter provide a copy of such Extension Confirmation Notice to each Bank.    If such extension is not granted, the Agent shall give the Company notice of the identity of any non-consenting Banks.  If the Company replaces one or more non-consenting Banks pursuant to the provisions of Section 2.18, and any such replacement Bank becomes a Bank on or before the earlier of (i) fifteen (15) days after the Extension Confirmation Date and (ii) five (5) Business Days before the Earlier Termination Date, and consents to the Extension Request at the time it becomes a Bank, such consent shall be effective retroactively as of the Extension Confirmation Date.

(c)  Each Extension Confirmation Notice shall, if applicable, specify therein the date to which the Stated Termination Date is to be extended in respect of each of the consenting Banks (such date being referred to herein as the “Extended Termination Date”).  The Stated Termination Date with respect to (i) any Banks which shall have denied such requested extension in writing, or which shall have failed to respond to the applicable Extension Request, and (ii) all Banks, in the event that fewer than the minimum number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the then existing Stated Termination Date (the “Earlier Termination Date”).  The Stated Termination Date with respect to those Banks which shall have consented to the applicable Extension Request, in the event that the requisite number of Banks specified above shall consent in writing to such Extension Request, shall continue to be the Earlier Termination Date until the end of the day immediately preceding the Stated Termination Date then in effect at which time the Stated Termination Date then in effect shall become the Extended Termination Date provided for in such Extension Confirmation Notice.  In no event shall the term of this Agreement, after giving effect to any extension of the Stated Termination Date at any time, exceed a period of 364 days.

(d)  If fewer than all of the Banks agree to any extension of the Stated Termination Date that shall have become effective in accordance with this Section 2.19, (i) no Advance made or to be made prior to the Earlier Termination Date shall have an Interest Period which ends after the Earlier Termination Date and (ii) the Commitment of each Bank that shall not have consented to such extension shall terminate on the Earlier Termination Date, and such Bank shall have no further obligation hereunder other than in respect of obligations expressly contemplated herein to survive the termination of this Agreement.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01.  Conditions Precedent to Initial Borrowing.  The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the conditions precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Henkel Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank:

(a)  The Notes payable to the order of the Banks, respectively.

(b)  Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.

(c)  Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement.  The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate.

(d)  A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note.

(e)  Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto.

(f)  A favorable opinion of Sidley Austin Brown & Wood, counsel for the Agent, in substantially the form of Exhibit F hereto.

SECTION 3.02.  Conditions Precedent to Each Borrowing.  The obligation of each Bank to make an Advance on the occasion of each Borrowing pursuant to Section 2.02 (including the initial Borrowing) by the Company shall be subject to the further conditions precedent that on the date of such Borrowing (a) the following statements shall be true and the Agent shall have received for the account of such Bank a certificate signed by a duly authorized officer of the Company as follows:

(i)  The representations and warranties contained in subsections (a) - (i) and (k) - (n) of Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)  No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default;

and (b) if the Agent shall have reasonably requested prior to the delivery of the Notice of Borrowing for such Borrowing, approvals, opinions or, pursuant to Section 5.01(b)(xiii), documents for the purpose of verifying compliance by the Company with the terms of this Agreement or with applicable law, the Agent shall have received such approvals, opinions or documents.

ARTICLE IV
REPRESENTATION AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Company.  The Company represents and warrants to the Banks and the Agent as follows:

(a)  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b)  The execution, delivery and performance by the Company of this Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company’s restated certificate of incorporation or by-laws or (ii) law or any contractual restriction binding on or affecting the Company.

(c)  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Agreement and the Notes except any such approvals, notices, actions or filings which have already been made, obtained or given.

(d)  This Agreement is, and the Notes are, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(e)  The consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 2000, and the related statements of income, cash flows and shareholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied.

(f)  There are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement or any Note.

(g)  United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the year ended December 31, 1996.  The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings.  The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes are, in the opinion of the Company, adequate.

(h)  Each of the Company’s Significant Subsidiaries is a corporation duly incorporated, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of incorporation, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement.

(i)  The sum of the Insufficiencies of any and all Plans with respect to which a Termination Event has occurred and is still in existence (or, in the case of a Plan with respect to which a Termination Event described in clause (ii) of the definition of Termination Event has occurred, the liability related thereto) does not exceed $25,000,000.

(j)  Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Agent, was complete and accurate and fairly presented the funding status and financial condition of such Plan as of the date of such Schedule B, and since such date there has been no material adverse change in such funding status or financial condition, considered in the aggregate, except for a decline, if any, in the funded ratio of the Ecolab Pension Plan primarily attributable to a decrease in the interest rate which must be used to measure pension plan liabilities.

(k)  Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such notification), is greater than $25,000,000.

(l)  Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Company and its ERISA Affiliates to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years most recently ended by an amount exceeding $7,500,000 per annum.

(m)  The Company and its Subsidiaries are in compliance in all material respects with all environmental and hazardous waste laws, rules and regulations, and neither the Company nor any of its Subsidiaries has been cited as being in violation of such law, rule or regulation by any Federal, state or local governmental agency or other authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited  would (in the best judgment of the Company) affect the business, consolidated financial position or consolidated results of operations of the Company and its Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such non-compliance or being so cited or listed would prevent the Company from repaying its obligations under this Agreement in accordance with the terms hereof.

(n)  There are no pending or, to the knowledge of the Company, threatened actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority arising out of or relating to hazardous waste disposal or environmental compliance or asserting a claim for damages based upon the use or other application of any products of the Company or any of its Subsidiaries, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations under this Agreement in accordance with the terms hereof.

(o)  As of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note.

ARTICLE V
COVENANTS OF THE COMPANY

SECTION 5.01.  Affirmative Covenants.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will, unless the Majority Banks shall otherwise consent in writing:

(a)  Compliance with Laws, Etc.  Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, and except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement.

(b)  Reporting Requirements.  Furnish to the Banks:

(i)    as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the consolidated statement of income and shareholders’ equity and the consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a designated financial officer of the Company;

(ii)  as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report for such year for the Company and its Consolidated Subsidiaries, containing financial statements for such year certified in a manner acceptable to the Majority Banks by PricewaterhouseCoopers or other independent public accountants acceptable to the Majority Banks;

(iii)  within the designated time frame for the delivery of financial statements referred to in clauses (i) and (ii) above, a certificate of a designated financial officer of the Company (A) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 5.02(a), and 5.03 on the date of such financial statements and (B) stating whether there exists on the date of such certificate any Event of Default or Default and, if any Event of Default or Default then exists, setting forth the details thereof and the action which the Company is taking with respect thereto;

(iv)  promptly after the sending or filing thereof, copies of all reports which the Company sends generally to its security holders, and copies of all periodic reports (including reports on Form 8-K) and all registration statements which the Company or any Subsidiary files with the Securities and Exchange Commission (other than registration statements on Form S-8 or Form 11-K, or registration statements on Form S-3 relating solely to the registration of securities for resale by the holders thereof);

(v)  as soon as possible and, in any event, within 14 Business Days after the Company (in its best judgment) has made a determination pursuant to any notice or claim received by the Company or any of its Subsidiaries to the effect that the Company or any of its Subsidiaries is a potentially responsible party for response costs incurred or to be incurred at any facility, other than a facility owned or operated by the Company or any of its Subsidiaries under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or any state equivalent, that the potential liability (taking into account the probability that other Persons will provide contributions or otherwise share in the response costs to be incurred at the facility) of the Company or any of its Subsidiaries could reasonably be expected to exceed $25,000,000, a copy of such notice or claim and a statement of an officer of the Company explaining the Company’s understanding of the basis for such notice or claim;

(vi)  as soon as possible and, in any event, within 14 Business Days from the date the Company (in its best judgment) makes a determination, pursuant to any notice given with respect to property owned or operated by the Company or any of its Subsidiaries, to Federal or state environmental agencies under any applicable environmental requirement of law, reporting the release of a hazardous or toxic waste, substance, pollutant or contaminant, including petroleum-based substances or wastes, into the environment, that the potential liability (taking into account the probability that other Persons will provide contributions or otherwise share in the response costs to be incurred at the facility) of the Company or any of its Subsidiaries could reasonably be expected to exceed $25,000,000, a copy of such notice and a statement of an officer of the Company explaining the Company’s understanding of the basis for such notice;

(vii)  as soon as possible and, in any event, within 14 Business Days after the Company acquires actual knowledge that the operations or facilities of the Company or any of its Subsidiaries has become the subject of any state or federal investigation evaluating whether any remedial action pursuant to the National Contingency Plan, or any state equivalent, is needed to respond to a release or threatened release of a hazardous or toxic waste, substance, pollutant or contaminant, including petroleum-based substances or wastes, into the environment, if it could reasonably be expected that the cost to the Company and its Subsidiaries of the anticipated remedial action would exceed $25,000,000 a statement by an officer of the Company informing the Banks of such investigation and explaining the Company’s understanding of the basis for such investigation;

(viii)  as soon as possible and, in any event, within 14 Business Days after the Company acquires actual knowledge that any of the operations or facilities of the Company or any of its Subsidiaries becomes listed or is proposed for listing on the National Priorities List in accordance with 40 C.F.R. Part 300, Appendix B, or any state equivalent, and it could reasonably be expected that the cost to the Company and its Subsidiaries of response costs related thereto would equal or exceed $12,500,000, or receives any written notice or claim to the effect that it is a potentially responsible party for response costs involving an aggregate cost to the Company or its Subsidiaries of $25,000,000 or more incurred or to be incurred under CERCLA or any state equivalent, at any facility owned or operated by the Company or any of its Subsidiaries, a statement by an officer of the Company so informing the Banks and explaining the Company’s understanding of the basis for such listing or notice;

(ix)  as soon as possible and in any event (A) within 45 days after the Company or any of its ERISA Affiliates acquires actual knowledge that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred, and (B) within 14 days after the Company or any of its ERISA Affiliates acquires actual knowledge that any other Termination Event with respect to any Plan has occurred, (provided, however, that the statement referred to below would not be required if (1) such Termination Event is described in clause (ii) of the definition of Termination Event, unless the occurrence of such Termination Event could reasonably be expected to or does result in aggregate liability of the Company and all ERISA Affiliates of the Company to any Multiple Employer Plan or to the PBGC of more than $25,000,000, (2) such Termination Event is described in clause (iii) of the definition of Termination Event, unless such Termination Event is not a “standard termination” as defined in Section 4041 of ERISA, or (3) it could not reasonably be expected that the aggregate cost to the Company and its Subsidiaries of any event set forth in clause (A) or (B) of this Section 5.01(b)(ix) and not otherwise excluded from the reporting requirements of this Section would exceed $5,000,000) a statement of an officer of the Company describing such Termination Event and the action, if any, which the Company or any of its ERISA Affiliates proposes to take with respect thereto;

(x)  promptly and in any event within 5 Business Days after receipt thereof by the Company or any of its ERISA Affiliates, copies of each notice received by the Company or any such ERISA Affiliate from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(xi)  promptly and in any event within 14 Business Days after receipt thereof by the Company or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, if the amount of liability incurred or expected to be incurred pursuant to such notice exceeds $10,000,000, a copy of each such notice received by the Company or such ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by such Multiemployer Plan, (B) the determination that such Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of such Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or expected to be incurred, by the Company or any such ERISA Affiliate, as the case may be, in connection with any event described in clause (A), (B) or (C) above;

(xii)  as soon as possible and, in any event, within 5 Business Days after the Company acquires actual knowledge that either of its Credit Ratings has changed, written notice informing the Agent of such change; and

(xiii)  promptly, and in any event as soon as reasonably practicable, such other information with respect to the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries or ERISA Affiliates as any Bank through the Agent may from time to time reasonably request, including, without limitation, Schedule B (Actuarial Information) to the annual reports (Form 5500 Series) filed with the Internal Revenue Service for each Plan.

With respect to any financial statement, report or other document required to be delivered to the Banks pursuant to clauses (i), (ii) or (iv) above, the Company shall be deemed to have fulfilled its obligation to deliver such document to the extent that such document has been filed electronically with the Securities and Exchange Commission and is available on the web site operated by the Securities and Exchange Commission on or before the date that such document is required to be delivered pursuant to such clause.

(c)  Corporate Existence.  Subject to Section 5.02(b), preserve and keep, and will cause each of its Subsidiaries to preserve and keep, its corporate existence, rights, franchises and licenses in full force and effect, provided, however, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of any Subsidiary, or permit the termination or abandonment of any right, franchise or license if, in the good faith judgment of the appropriate officer or officers of the Company, such termination or abandonment is not materially disadvantageous to the Company and is not materially disadvantageous to the Banks or the holders of the Notes.

(d)  Insurance.  Maintain, and cause each of its Subsidiaries to maintain, insurance with sound and reputable insurers covering all such properties and risks as are customarily insured by, and in amounts not less than those customarily carried by, corporations engaged in similar businesses and similarly situated.

(e)  Properties.  Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, in all material respects its properties which are deemed by the Company or such Subsidiary to be necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted.

(f)  Business.  Without prohibiting the Company from making acquisitions or divestitures permitted under Section 5.02(b), remain in the same businesses, similar businesses or other manufacturing or service businesses reasonably related thereto, taken as a whole, as are carried on at the date of this Agreement.

(g)  Use of Proceeds.  Use the proceeds of the Advances made under this Agreement only for general corporate purposes, including, without limitation, repaying at maturity the principal of and accrued interest on commercial paper issued by the Company or on loan notes or other instruments similar to commercial paper issued by the Company and the repayment of other indebtedness and acquisitions.

SECTION 5.02.  Negative Covenants.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will not, without the written consent of the Majority Banks:

(a)  Liens, Etc.  Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its properties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than (i) Liens securing Debt which in the aggregate does not exceed $50,000,000 or (ii) Liens granted by any Consolidated Subsidiary as security for any Debt owing to the Company or to a Wholly-Owned Consolidated Subsidiary.

(b)  Consolidations, Mergers and Sales of Assets.  Consolidate with or merge with or into any other Person or sell, lease or otherwise transfer all or a majority of its assets (other than Margin Stock) to any other Person or permit any Significant Subsidiary to consolidate with, merge into or sell, lease or otherwise transfer all or a majority of its assets to any Person other than the Company or a Wholly-Owned Consolidated Subsidiary except:

(i)    the Company may merge or consolidate with any other corporation so long as the Company is the surviving corporation in such transaction and immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default;

(ii)  the Company may merge into any corporation solely for the purpose of redomiciling so long as the surviving corporation in such transaction expressly assumes all of the obligations of the Company under this Agreement, under its Notes and under the letter agreement referred to in Section 2.04(c) and immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default; and

(iii)  any Significant Subsidiary may consolidate or merge with or sell, lease or otherwise transfer all or more than a majority of its assets to any other Person so long as immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default.

(c)  Use of Proceeds for Securities Purchases.  Use any proceeds of any Advance to acquire any security in any transaction which is subject to Section 13(d), 13(g) or 14(d) of the Exchange Act except to the extent such transaction complies with such Act and the rules and regulations thereunder.

SECTION 5.03.  Financial Covenant.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will not, without the written consent of the Majority Banks, create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt, if, immediately after giving effect to such Debt and the receipt and application of any proceeds thereof, the ratio of Total Debt to Capitalization exceeds 0.55 to 1.00.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01.  Events of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:

(a)  The Company shall fail to pay any principal of any Note, or of any Advance not evidenced by a Note, when due; or

(b)  The Company shall fail to pay any fee under this Agreement or any interest on any Note (or on any Advance not evidenced by a Note) within ten days after the due date thereof; or

(c)  Any written representation or warranty made by the Company herein or in connection with this Agreement shall prove to have been incorrect in any material respect when made; provided that if any such representation or warranty shall have been incorrect through inadvertence or oversight, no Event of Default shall occur if such representation or warranty shall be made correct within 30 days after the Company shall have discovered the error; or

(d)  The Company shall fail to perform or observe any of the covenants contained in Section 5.02 (other than with respect to any involuntary Lien for purposes of Section 5.02(a)) or Section 5.03 (with respect to the creation or existence of Debt and a Total Debt to Capitalization ratio that is equal to or greater than 0.60 to 1.00); or the Company shall fail to perform or observe any other term, covenant (including Section 5.02(a) with respect to any involuntary Lien and Section 5.03 with respect to the creation or existence of Debt and a Total Debt to Capitalization Ratio that is greater than 0.55 to 1.00 but less than 0.60 to 1.00) or agreement contained in this Agreement, other than in (a) or (b) above, on its part to be performed or observed and such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Agent or any Bank; or

(e)  The Company or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $20,000,000 (or its equivalent in any other currency) in the aggregate (but excluding Debt evidenced by the Notes or consisting of Advances not evidenced by the Notes) of the Company or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a prepayment required due to a voluntary sale or condemnation of collateral securing such Debt, or in the case of Debt which was Debt of an entity acquired by the Company or any of its Subsidiaries and which Debt was assumed by the Company or such Subsidiary as part of such acquisition, a prepayment required due to a sale or other transfer or condemnation of assets), prior to the stated maturity thereof; or

(f)  The Company or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the event of any such proceeding instituted against the Company or any of its Significant Subsidiaries, such proceeding shall remain undismissed or unstayed for a period of 60 days or shall result in the entry of an order for relief, the appointment of a trustee or receiver, or other result adverse to the Company or such Significant Subsidiary; or the Company or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)  Any judgment or order for the payment of money (to the extent not covered by insurance under which the insurer has admitted its liability in writing) in excess of $10,000,000 (or its equivalent in any other currency) shall be rendered against the Company or any of its Subsidiaries and (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and there shall be any time at which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect or (ii) enforcement proceedings shall not have been commenced by any creditor upon such judgment or order and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the obligation of each Bank to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the Notes, any Advances not evidenced by Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that in the event of an Event of Default described in Section 6.01(f), (A) the obligation of each Bank to make Advances shall automatically be terminated and (B) the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

ARTICLE VII
THE AGENT

SECTION 7.01.  Authorization and Action.  On and as of the Closing Date, each Bank hereby appoints Citicorp as Agent and each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto.  As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.  The Agent agrees to give to each Bank prompt notice of each written notice given to it by the Company pursuant to the terms of this Agreement.

SECTION 7.02.  Agent’s Reliance, Etc.  Neither the Agent, nor any of its Affiliates, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct.  Without limitation of the generality of the foregoing, the Agent:  (i) may treat the Bank that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Bank, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.08; (ii) may consult with legal counsel (including counsel for the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Company or to inspect the property (including the books and records) of the Company; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03.  Citicorp and Affiliates.  With respect to its Commitment the Advances made by it and the notes issued to it, Citicorp shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated, include Citicorp in its individual capacity.  Citicorp and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business with or own securities of the Company or any of its Subsidiaries all as if Citicorp were not the Agent and without any duty to account therefor to the Banks.

SECTION 7.04.  Bank Credit Decision.  Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05.  Indemnification.  The Banks agree to indemnify the Agent (to the extent not reimbursed by the Company), ratably according to the respective principal accounts of the Notes then held by each of them (or if no Notes are at the time outstanding or if any Notes are held by Persons which are not Banks, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconduct.  Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly on demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent are not reimbursed for such expenses by the Company.

SECTION 7.06.  Successor Agent.  The Agent may resign at any time by giving written notice thereof to the Banks and the Company and may be removed at any time with or without cause by the Majority Banks.  Upon any such resignation or removal, the Majority Banks shall have the right to appoint one of the Banks as the successor Agent.  If no successor Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint one of the Banks as its successor.  If none of the Banks will accept such an appointment, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which, in the case of a successor Agent, shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.  The successor Agent shall immediately notify the Company of such appointment.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII
[Reserved]

ARTICLE IX
MISCELLANEOUS

SECTION 9.01.  Amendments, Etc.  No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following:  waive any of the conditions specified in Section 3.01 or 3.02; (ii) increase the Commitments of the Banks or subject the Banks to any additional obligations, (iii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments, or of the aggregate unpaid principal amount of the Notes, which shall be required for the Banks or any of the Banks to take any action hereunder or (vi) amend this Section 9.01; (b) after a Change of Control has occurred, no amendment, waiver or consent shall be effective with respect to Section 5.03 unless the same shall be in writing and signed by Banks holding at least 65% of the then aggregate unpaid principal amount of the Advances held by Banks, or, if no such principal amount is then outstanding, Banks having at least 65% of the Commitments; and (c) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement;

SECTION 9.02.  Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered,

(i)    if to the Company, at its address at Ecolab Center, St. Paul, Minnesota 55102, Attention: Treasurer, Telecopier No. 612-293-2401, with a copy to the Company at the same address, Attention: General Counsel;

(ii)  if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto or specified in the Assignment and Acceptance pursuant to which it became a party hereto; and

(iii)  if to the Agent, at its address at Bank Loan Syndications, Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention:  Lisa Rodriguez, Telecopier No. 302-894-6120, with a copy to Citicorp Securities, Inc., 233 South Wacker Drive, Chicago, Illinois  60606, Attention:  Lesley Noer, Telecopier No. 312-876-3288;

or, as to the Company, the Agent or any Bank, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent.  All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to Article II or VII shall not be effective until received by the Agent.

SECTION 9.03.  No Waiver; Remedies.  No failure on the part of any Bank or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04.  Costs and Expenses.  (a)  The Company agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out–of–pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to rights and responsibilities under this Agreement, and all costs and expenses, if any, of the Agent and the Banks (including, without limitation, reasonable counsel fees and expenses, which may be allocated costs of counsel who are employees of any Bank) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a).

(b)  If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of acceleration of the maturity of the Notes and Advances not evidenced by the Notes pursuant to Section 6.01, a voluntary prepayment pursuant to Section 2.11 or for any other reason, the Company shall, upon demand by any Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense reasonably incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance.  Such Bank’s demand shall set forth the reasonable basis for calculation of such loss, cost or expense.

SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and the Notes held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or any such Note and although such obligations may be unmatured.  Each Bank agrees promptly to notify the Company after any such set–off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set–off and application.  The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set–off) which such Bank may have.

SECTION 9.06.  [Reserved].

SECTION 9.07.  Binding Effect.  This Agreement shall become effective when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Bank and their respective successors and assigns, except that the Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Banks.

SECTION 9.08.  Assignments and Participations.

(a)  Each Bank may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000 unless the Company and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,000; and provided, further, that, notwithstanding the foregoing, each Bank may, without the consent of the Company and without the payment of the processing and recordation fee, assign to one or more Affiliates of such Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it).  Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

(b)  By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

(c)  The Agent shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Advances owing to, each Bank from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Company or any Bank at any reasonable time and from time to time upon reasonable prior notice.

(d)  Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee representing that it is an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company.

(e)  Each Bank may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note and the maker of any Advance for all purposes of this Agreement, (iv) the Company, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and (v) any agreement between such Bank and any participant in connection with such participating interest shall not restrict such Bank’s right to agree to any amendment or waiver of any provision of this Agreement, or any consent to any departure by the Company therefrom, except (to the extent such participant would be affected thereby) a reduction of the principal of, or interest on, any Advance or postponement of any date fixed for payment thereof.

(f)  Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.08, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Company furnished to such Bank by or on behalf of the Company; provided that, prior to any such disclosure of non-public information, such Bank shall have obtained the Company’s consent (which consent shall not be unreasonably withheld or delayed) and, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Company received by it from such Bank.

(g)  Notwithstanding any other provisions set forth in this Agreement, any Bank at any time may assign, as collateral or otherwise, any of its rights (including, without limitation, rights to payments of principal of and/or interest on the Advances) under this Agreement to any Federal Reserve Bank without notice to or consent of the Company, any other Bank or the Agent.

SECTION 9.09.  Consent to Jurisdiction.  (a)  The Company hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or in such Federal court.  The Company hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The Company consents to the service of process in any such action or proceeding by the mailing or delivery of a copy of such process to the Company at its address specified in Section 9.02.  The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)  Nothing in this Section 9.09 shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against the Company or its property in the courts of any other jurisdictions.

SECTION 9.10.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.11.  Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 9.12.  Indemnification.  The Company agrees to indemnify and hold harmless the Agent, each Bank and each of their affiliates and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party in connection with or arising out of any investigation, litigation or proceeding related to the Advances, the Notes, this Agreement, any of the transactions contemplated hereby, or the use of the proceeds of the Borrowings by the Company, whether or not such Indemnified Party is a party thereto, provided, however, that the Company shall not be liable for any portion of such claims, damages, liabilities and expenses of an Indemnified Party resulting from such Indemnified Party’s gross negligence or willful misconduct or for such claims and liabilities settled without the consent of the Company.  Each Bank agrees to give the Company prompt written notice of any investigation, litigation or proceeding which may lead to a claim for indemnification under this Section, provided that the failure to give such notice shall not affect the validity or enforceability of the indemnification hereunder.

SECTION 9.13.  Confidentiality.  Each Bank hereby agrees that it will use reasonable efforts to keep confidential any information from time to time supplied to it by the Company under Section 5.01(b) or otherwise in connection with this Agreement, which the Company designates in writing at the time of its delivery to the Bank is to be treated confidentially; provided, however, that nothing herein shall affect the disclosure of any such information to:  (i) the extent required by statute, rule, regulation or judicial process; (ii) counsel for any Bank or the Agent or to their respective accountants; (iii) bank examiners and auditors; (iv) the Agent, any other Bank, or, subject to the provisions of Section 9.08(f), any transferee or prospective transferee of any Note; or (v) any other Person in connection with any litigation to which any one or more of the Banks is a party; provided further, however, that each Bank hereby agrees that it will use reasonable efforts to promptly notify the Company of any request for information under this subpart (v) or with respect to any request for information not enumerated in this Section 9.13.

SECTION 9.14.  Non-Reliance by the Banks.  Each Bank by its signature to this Agreement represents and warrants that (i) it has not relied in the extension of the credit contemplated by this Agreement, nor will it rely in the maintenance thereof, upon any assets of the Company or its Subsidiaries consisting of Margin Stock as collateral and (ii) after reviewing the financial statements of the Company and its Subsidiaries referred to in Section 4.01(e), such Bank has concluded therefrom that the consolidated cash flow of the Company and its Subsidiaries is sufficient to support the credit extended to the Company pursuant to this Agreement.

SECTION 9.15.  No Indirect Security.  Notwithstanding any Section or provision of this Agreement to the contrary, nothing in this Agreement shall (i) restrict or limit the right or ability of the Company or any of its Subsidiaries to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any Margin Stock, or (ii) create an Event of Default arising out of or relating to any such pledge, mortgage, sale, assignment or other encumbrance or disposition.

SECTION 9.16.  Waiver of Jury Trial.  EACH OF THE COMPANY, THE AGENT, AND EACH OF THE BANKS IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY NOTE.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ECOLAB INC.
By:	/s/ Dan Schmechel
	Vice President and Treasurer
	CITICORP USA, INC., as Administrative Agent
By:	/s/ Emily Rosenstock
	Managing Director

Banks

Commitment

$38,500,000	CITICORP USA, INC.
	By:	/s/ Emily Rosenstock
		Name: Emily Rosenstock
		Title: Managing Director

$38,500,000	JPMORGAN CHASE BANK
	By:	/s/ Robert A. Krasnow
		Name: Robert A. Krasnow
		Title: Vice President

$35,000,000	CREDIT SUISSE FIRST BOSTON
	By:	/s/ David W. Kratovil
		Name: David W. Kratovil
		Title: Director
	By:	/s/ Jay Chall
		Name: Jay Chall
		Title: Director

$21,000,000	BANK ONE, NA (Main Office Chicago)
	By:	/s/ Jenny A. Gilpin
		Name: Jenny A. Gilpin
		Title: Director, Capital Markets

$21,000,000		WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Allison S. Gelfman
		Name: Allison S. Gelfman
		Title: Vice President
	By:	/s/ Mark H. Halldorson
		Name: Mark H. Halldorson
		Title: Assistant Vice President

$21,000,000	WACHOVIA BANK, N.A.
	By:	/s/ Tera C. Cox
		Name: Tera C. Cox
		Title: Vice President

$275,000,000                     Total of the Commitments

EXHIBIT A

FORM OF NOTE

Dated:           , 20__

FOR VALUE RECEIVED, the undersigned, ECOLAB INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of                 (the “Bank”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the Advances (as defined in the Credit Agreement referred to below) made by the Bank to the Borrower pursuant to the Credit Agreement, payment thereof to be made on the Termination Date (as defined in the Credit Agreement).

The Borrower promises to pay interest on the unpaid principal amount of each A Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Advance are payable in lawful money of the United States of America to the Agent (as defined below) at the office of Citibank, N.A. at 399 Park Avenue, New York, New York 10043, United States of America, in same day funds.  Each Advance made by the Bank to the Borrower pursuant to the Credit Agreement, and all payments made on account of the principal amount thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is a part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement dated as of December 7, 2001 (as the same may be hereafter amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Ecolab Inc., the Bank and certain other banks parties thereto, and Citicorp USA, Inc., as administrative agent (the “Agent”) for the Bank and such other banks.  The Credit Agreement, among other things, (i) provides for the making of “Advances” by the Bank to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Bank’s Commitment (as defined in the Credit Agreement), the indebtedness of the Borrower resulting from each such Advance made to the Borrower by the Bank being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

ECOLAB INC.

By:

Title:

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of  Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

EXHIBIT B

NOTICE OF BORROWING

[Date]

Citicorp USA, Inc., as Administrative Agent

Bank Loan Syndications

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Lisa Rodriguez

Citicorp Securities, Inc.

233 South Wacker Drive

Chicago, Illinois 60606

Attention:  Lesley Noer

Ladies and Gentlemen:

The undersigned, Ecolab Inc. (the “Company”), refers to the Credit Agreement, dated as of December 7, 2001 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Banks parties thereto, and Citicorp USA, Inc., as administrative agent for said Banks (the “Agent”).  The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

(i)  The Business Day of the Proposed Borrowing is            , 20   .

(ii)  The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

(iii)  The aggregate amount of the Proposed Borrowing is            .

[(vi) The Interest Period for each Advance made as part of the Proposed Borrowing is [   days] [   months]¹

¹              To be included for a Proposed Borrowing comprised of Eurodollar Rate Advances.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A)  The representations and warranties contained in subsections (a) - (i) and (k) - (n) of Section 4.01 of the Credit Agreement are correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(B)  No event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default.

(C)           The Credit Ratings of the Company are as follows:  S&P _________ and Moody’s ________.

Very truly yours,

ECOLAB INC.

By:

Title:

EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated          , 20__

Reference is made to the Credit Agreement (364 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc., a Delaware corporation (the “Company”), the Banks (as defined in the Credit Agreement) and Citicorp USA, Inc., as administrative agent for the Banks (the “Agent”).  Terms defined in the Credit Agreement are used herein with the same meaning.

(the “Assignor”) and               (the “Assignee”) agree as follows:

1.  The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a    %² interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below) (including, without limitation, such percentage interest in (i) the Assignor’s Commitment, which (after giving effect to any other assignments thereof made prior to the Effective Date, whether or not such assignments have been effective, but without giving effect to any other assignments thereof also made on the Effective Date) is $          , (ii) the aggregate outstanding principal amount of Advances owing to the Assignor on the Effective Date, which (after giving effect to any other assignments thereof made prior to the date hereof, whether or not such assignments have been effective, but without giving effect to any other assignments thereof also made on the Effective Date) is $          , and (iii) the Note held by the Assignor).

²               Specify percentage in no more than 4 decimal points.

2.  The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto and (iv) attaches the Note referred to in paragraph 1 above and requests that the Agent exchange such Note for [a new Note dated ______________, 20__ in the principal amount of $_________ payable to the order of the Assignee] [new Notes as follows: a Note dated ____________, 20__ in the principal amount of $_____________ payable to the order of the Assignee and a Note dated ____________, 20__ in the principal amount of $_____________ payable to the order of the Assignor].

3.  The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, are required to be performed by it as a Bank; [and] (vi) specifies as its Domestic Lending Office (and address for notices), and its Eurodollar Lending Office, the offices set forth beneath its name on the signature pages hereof [;and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States of America certifying the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].³

³               If the Assignee is organized under the laws of a jurisdiction outside the United States.

4.  The effective date for this Assignment and Acceptance shall be            (the “Effective Date”).⁴  Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent.

⁴           See Section 9.08(a).  Such date shall be at least two Business Days after the execution of this Assignment and Acceptance.

5.  Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement, and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

6.  Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

7.  This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

	[NAME OF ASSIGNOR]
	By:
	Title:
	[NAME OF ASSIGNEE]
	By:
	Title:
	Domestic Lending Office (and address for notices):
		[Address]
	Eurodollar Lending Office:
		[Address]
Accepted this      day
of             , 20__
CITICORP USA, INC., as Agent
By:
Title:

EXHIBIT D

FORM OF OPINION OF

GENERAL COUNSEL OF THE COMPANY

[Date]

To each of the Banks parties

to the Credit Agreement referred to

below and Citicorp USA, Inc., as Agent

Re:  Ecolab Inc.

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 3.01(e) of the Credit Agreement (364 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc. (the “Company”), the banks parties thereto (the “Banks”), and Citicorp USA, Inc., as Agent for the Banks.  Terms defined in the Credit Agreement are used herein as so defined.

As Senior Vice President-Law and General Counsel of the Company, I am familiar with the corporate history and organization of the Company and its Subsidiaries and the proceedings relating to the authorization, preparation, execution and delivery of the Credit Agreement.

In that connection, I have examined:

(1)           The Credit Agreement.

(2)           The documents furnished by the Company pursuant to Article III of the Credit Agreement.

(3)           The Restated Certificate of Incorporation of the Company and all amendments thereto (the “Charter”).

(4)           The By-Laws of the Company and all amendments thereto (the “By-Laws”).

(5)           A certificate of the Secretary of State of Delaware, dated ____________, 2001, attesting to  the continued corporate existence and good standing of the Company in that State.

In addition, I have examined the originals, or copies certified to my satisfaction, of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements instruments and other documents as I have deemed necessary as a basis for the opinions with respect to the Company expressed below.

As to questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon certificates of the Company or its officers or of public officials.  I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Banks and the Agent.

Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

(1)           The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(2)           The execution, delivery and performance by the Company of the Credit Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and will not conflict with, contravene, violate or constitute a default under (i) the Charter or the By-Laws, (ii) any law, rule or regulation, (iii) any material contractual restriction binding on or, to the best of my knowledge, affecting the Company or to which any of its property may be subject, (iv) to the best of my knowledge, any judicial or administrative order or decree of any governmental authority, or (v) to the best of my knowledge, any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority.  The Credit Agreement and the Notes have been duly executed and delivered on behalf of the Company.

(3)           No authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Credit Agreement or the Notes or the transactions contemplated thereby.

(4)           To the best of my knowledge, there are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is (in my best judgment) a reasonable possibility of an adverse decision which would affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in my best judgment) a reasonable possibility that such decision would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof, or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement or any of the Notes.

(5)           To the best of my knowledge, the Company and its Subsidiaries are in compliance in all material respects with all environmental and hazardous waste laws, rules and regulations and neither the Company nor any of its Subsidiaries has been cited by any Federal, state or local governmental agency or other authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited would (in my best judgment) affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such noncompliance or being so cited would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof.

(6)           To the best of my knowledge, there are no pending or threatened actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority arising out of or relating to hazardous waste disposal or environmental compliance or asserting a claim for damages based upon the use or other application of any products of the Company or any of its Subsidiaries, in which there is (in my best judgment) a reasonable possibility of an adverse decision which would affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in my best judgment) a reasonable possibility that such decision would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof.

The opinion set forth above is subject to the following qualifications:

(a)           In rendering this opinion, my examination of matters of law has been limited to the laws of the State of Minnesota, the General Corporation Law of the State of Delaware and United States federal law.  In addition, for purposes of my opinion in paragraphs (3) above, insofar as the Credit Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York, I assume that such laws conform with the laws of the State of Minnesota.

(b)           For purposes of my opinion in paragraph (2) above, “material contractual restriction” shall mean the restrictions in the contracts filed by the Company as exhibits to its reports and registration statements filed with the Securities and Exchange Commission, and, if not included among such exhibits, restrictions in contracts of the Company dealing with borrowed money.

I am aware that Skadden Arps Slate Meagher & Flom, special counsel for the Company, and Sidley Austin Brown & Wood will rely upon the opinion set forth herein in rendering their respective opinions furnished pursuant to Section 3.01(e) and (f) of the Credit Agreement.

Except as set forth in the foregoing paragraph, the opinion contained herein is for the sole benefit of the Agent, the Banks parties to the Credit Agreement and their respective successors and assigns, and may not be relied upon by any other person.

Very truly yours,

Lawrence T. Bell

EXHIBIT E

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE COMPANY

[Date]

To each of the Banks party

to the Credit Agreement referred

to below and Citicorp USA, Inc., as

Agent

Re:Ecolab Inc.

Ladies and Gentlemen:

We have acted as special counsel to Ecolab Inc., a Delaware corporation (the “Company”), in connection with the preparation, execution and delivery of that certain Credit Agreement (364 Day Facility), dated as of December 7, 2001 (the "Credit Agreement"), among the Company, the financial institutions party thereto (the “Banks”) and Citicorp USA, Inc., as administrative agent (the “Agent”).  This opinion is being delivered pursuant to Section 3.01(e) of the Credit Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

(i)  the Credit Agreement;

(ii)  the Notes, each dated the date hereof, executed by the Company;

(iii)  a certificate executed by Ken Iverson, Vice President and Secretary of the Company, dated the date hereof, a copy of which is attached hereto as Exhibit A (the "Opinion Certificate"); and

(iv)  such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

The documents identified in clauses (i) and (ii) above shall hereinaf­ter be referred to herein as the "Loan Documents."  "Applicable Laws" means those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation.

In our examination we have assumed the genuineness of all signa­tures including endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, certified or photostatic copies, and the authenticity of the originals of such copies.  As to any facts material to this opinion (and in the case of public officials, legal conclusions as well) which we did not independently establish or verify, we have relied upon statements and represen­tations of each of the Company and its officers and other representatives and of public officials, including the facts and conclusions set forth in the Opinion Certificate.

We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York and (ii) the Applicable Laws of the United States of America to the extent specifically referred to herein.  We have relied, with your consent, as to matters of the laws of the State of New York on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated the date hereof and addressed to us.

Based upon the foregoing and subject to the limitations, qualifica­tions, exceptions and assumptions set forth herein, we are of the opinion that:

1.  Each of the Loan Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York.

2.  Neither the execution, delivery or performance by the Company of the Loan Documents, nor the compliance by the Company with the terms and provisions thereof, will contravene any provision of any Applicable Law of the State of New York or any Applicable Law of the United States of America.

Our opinions are subject to the following assumptions and qualifications:

(a)  enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b)  we express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party (other than the Company to the extent expressly set forth herein) to the Loan Documents with any state, federal or other laws or regulations applicable to any of them or (ii) the legal or regulatory status or the nature of the business of the Agent or any Bank;

(c)  we express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Loan Documents that are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation);

(d)  we express no opinion on the enforceability of any provision in a Loan Document purporting to prohibit, restrict or condition the assignment of such Loan Document  to the extent such restriction on assignability is governed by Sections 9-406 through 9-409 of the Uniform Commercial Code;

(e)  we have assumed that each of the Loan Documents constitutes the valid and binding obligation of each party thereto (other than the Company), enforceable against each such other party thereto in accordance with its terms;

(f)  we express no opinion with respect to any provision of any Loan Document to the extent it authorizes or permits any purchaser of a participation interest to set-off or apply any deposit, property or indebtedness with respect to any participation interest; and

(g)  we express no opinion with respect to the enforceability of the last sentence of Section 9.09(a) of the Credit Agreement and we express no opinion as to the effect of any such provision on the opinions expressed herein.

In rendering the foregoing opinions, we have also assumed, with your consent, that:

(a)  the Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware;

(b)  the Company has the requisite power and authority to execute, deliver and perform all of its obligations under each of the Loan Documents and the execution and delivery by the Company of each of the Loan Documents and the consummation by the Company of the transactions contem­plated thereby have been duly authorized by all requisite action on the part of the Company; each of the Loan Documents has been duly authorized, executed and delivered by the Company;

(c)  the execution and delivery by the Company of the Loan Documents, and the performance of each of its obligations thereunder, do not and will not conflict with, contravene, violate or constitute a default under (i) the Certificate of Incorporation or By-Laws of the Company, (ii) any rule, law or regulation to which the Company is subject (other than Applicable Laws of the State of New York and Applicable Laws of the United States of America as to which we express our opinion in paragraph 2 herein), (iii) any lease, indenture, instrument or other agreement to which the Company or its property is subject or (iv) any judicial or administrative order or decree of any governmental authority; and

(d)  no authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Loan Documents or the transactions contemplated thereby.

We understand that you are separately receiving an opinion with respect to certain of the foregoing assumptions from Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company (the “Corporate Counsel Opinion”).  Our opinions herein stated are based on the assumptions specified above, and we express no opinion as to the effect on the opinions herein stated of the qualifica­tions contained in the Corporate Counsel Opinion.

This opinion is being furnished only to you in connection with the Loan Documents and is solely for your benefit and for the benefit of any Person that shall become a Bank under the Credit Agreement after the date hereof and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other Person for any purpose without our prior written consent.

                                                Very truly yours,

EXHIBIT F

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE AGENT

[Date]

To each of the Banks parties to

the Credit Agreement referred to

below and Citicorp USA, Inc., as Agent

Re:          Ecolab Inc.

Ladies and Gentlemen:

We have acted as special counsel for Citicorp USA, Inc., as agent (the “Agent”), in connection with the execution and delivery of the Credit Agreement (364 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc. (the “Company”), the Banks listed on the signature pages thereof, and Citicorp USA, Inc., as Agent for the Banks.  This opinion is furnished to you pursuant to Section 3.01(f) of the Credit Agreement.  Terms defined in the Credit Agreement are used herein as so defined.

In connection herewith we have examined the following documents: (1) the Credit Agreement and (2) the documents furnished by the Company pursuant to Section 3.01 of the Credit Agreement and listed on Schedule I hereto, including, without limitation, the opinion of Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company, and the opinion of Skadden Arps Slater Meagher & Flom, special counsel for the Company.

In our examination of the documents referred to above, we have assumed (i) the authenticity of all such documents submitted to us as originals, the conformity to authentic originals of all such documents submitted to us as copies, the genuineness of all signatures and the due authority of the parties executing such documents; (ii) that each of the Banks and the Agent has duly executed and delivered the Credit Agreement with all necessary power and authority (corporate and otherwise); (iii) that the Company has duly executed and delivered the Credit Agreement and the Notes with all necessary power and authority (corporate and otherwise); and (iv) that the Credit Agreement is the legal, valid and binding obligation of each party thereto other than the Company, enforceable against each such party thereto in accordance with its terms.  To the extent that our opinion expressed below involves conclusions as to the matters set forth in paragraphs 1, 2 and 3 of the above-mentioned opinion of Lawrence T. Bell, we have assumed without independent investigation the correctness of the opinions set forth therein, our opinion being subject to the assumptions, qualifications and limitations set forth in such opinion[s] with respect thereto.

Based upon the foregoing and upon such other investigation as we have deemed necessary, we are of the opinion that (i) the Credit Agreement and the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and (ii) the documents listed on Schedule I are substantially responsive to the requirements of Section 3.01 of the Credit Agreement.

Our opinion above is subject to the following qualifications and limitations:

(a)  Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the effect of general equitable principles, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (whether considered in a proceeding in equity or at law) and the availability of the remedy of specific performance.

(b)  We express no opinion as to the effect on the opinion expressed herein of (i) the compliance or noncompliance by the Agent or any of the Banks with any state, federal or other laws or regulations applicable to it or (b) the legal or regulatory status or the nature of the business of the Agent or the Banks.

(c)  We express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Credit Agreement which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation).

(d)  Our opinion is limited to the laws of the State of New York, and we do not express any opinion herein concerning any other law.

(e)  This opinion speaks as of the date hereof, and we assume no obligation to supplement the foregoing opinion if any applicable laws change after the date hereof or if we become aware of any facts which might change such opinion after the date hereof.

This opinion is furnished by us, as special counsel for the Agent, to the Agent and the several Banks listed on the signature pages of the Credit Agreement solely for the benefit of the Agent and such Banks and their respective successors and assigns and may not be used, quoted or relied upon by any other Person.

Very truly yours,

SCHEDULE I

Documents Furnished
Pursuant to Section 3.01
of the Credit Agreement

1.     The Notes dated December 7, 2001, executed by the Company and payable to the order of the Banks, respectively.

2.     A certificate dated December 7, 2001, of Kenneth A. Iverson, Vice President and Secretary of the Company, certifying (i) the resolutions of the Board of Directors of the Company approving the Credit Agreement and the Notes, and (ii) the names and true signatures of the officers of the Company authorized to sign the Credit Agreement, the Notes and the other documents to be delivered in connection with the Credit Agreement.

3.     A certificate dated December 7, 2001, of Daniel J. Schmechel, Vice President and Treasurer of the Company, certifying as to no material adverse change since December 31, 2000.

4.     An opinion, dated December 7, 2001, of Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company.

5.     An opinion, dated December 7, 2001, of Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company.

SCHEDULE I

Applicable Lending Offices and Notice Addresses

CITICORP USA, INC.

Notice Address:

Citicorp USA, Inc.
c/o Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attn:  Ms. Lesley Noer
Telecopier No.: 312-627-3990

Domestic Lending Office and Eurodollar Lending Office:

Citicorp USA, Inc.
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attn:  Ms. Lisa Rodriguez
Telecopier No.:  302-894-6120

JPMORGAN CHASE BANK

Notice Address:

JPMorgan Chase Bank

1 Chase Manhattan Plaza, 8th Floor

New York, New York  10081

Attn:  Vito Cipriano

Telecopier No.:  212/552-5662

Confirmation No.: 212/552-7402

E-mail:   Vito.S.Cipriano@Chase.com

Domestic Lending Office and Eurodollar Lending Office:

JPMorgan Chase Bank

270 Park Avenue

New York, New York  10017

WELLS FARGO BANK, NATIONAL ASSOCIATION

Notice Address and Domestic Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette – MAC N305-031
Minneapolis, MN 55479
Attn:  Ethel Philips
Telecopier No.:   612-667-4145
and to:  Allison Gelfman
Telecopier No.:  612-667-4145

Eurodollar Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette – MAC N305-031
Minneapolis, MN 55479
Attn:  Ethel Philips
Telecopier No.:   612-667-4145

CREDIT SUISSE FIRST BOSTON

Notice Address:

Credit Suisse First Boston
227 West Monroe Street - 40th Floor
Chicago, Illinois  60606
Attn:  T. Toulouse, Member of Senior Management
Telecopier No.:  312-630-0359
Telex No./Answerback:  4932176 CREDUI

Domestic Lending Office and Eurodollar Lending Office:

Credit Suisse First Boston
12 East 49th Street - 41st Floor
New York, New York  10017
Attn:  H. Leslie
Telecopier No.:  212-238-5246
Telex No./Answerback:  420149 CRESWIS
(With a copy to the Notice Address)

BANK ONE, NA

Notice Address:

Bank One, NA
Suite 0173, 14th Floor
1 Bank One Plaza
Chicago, Illinois  60670-0324
Attn:  Mr. J. Garland Smith, Managing Director
Telecopier No.:  312-732-1117

Domestic Lending Office and Eurodollar Lending Office:

Bank One, NA
Suite 0634, 10th Floor
1 Bank One Plaza
Chicago, Illinois  60670
Attn:  Ms. Carlene Hicks, Customer Service Officer
Telecopier No.:  312-732-4840
Telex No./Answerback:  4330253, FNBC UI or FNBC UT

WACHOVIA BANK, N.A.

Notice Address, Domestic Lending Office and Eurodollar Lending Office:

Wachovia Bank, N.A.
191 Peachtree Street
Mail Code 370
Atlanta, Georgia  30303
Attn:  Ms. Frances Whitington, Banking Officer (Credit Matters)
Ms. Teresa Howard (Operations/Administration)
Telecopier No.:     404-332-6898 (Credit Matters)
                                404-332-1118 (Operations/Administration)

EX-99.C

Execution Copy

U.S. $275,000,000

CREDIT AGREEMENT

(180 Day Facility)

Dated as of December 7, 2001

Among

ECOLAB INC.,

THE BANKS NAMED HEREIN,

CITICORP USA, INC.

as Administrative Agent,

J.P. MORGAN SECURITIES INC.,

as Documentation Agent

and

SALOMON SMITH BARNEY INC.

and

J.P. MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners

Table of Contents

Section
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01.	Certain Defined Terms
SECTION 1.02.	Computation of Time Periods
SECTION 1.03.	Accounting Terms and Change in Accounting Principles
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01.	The Advances.
SECTION 2.02.	Making the Advances.
SECTION 2.03.	[Reserved].
SECTION 2.04.	Fees.
SECTION 2.05.	Reduction of the Commitments.
SECTION 2.06.	Repayment of Advances
SECTION 2.07.	Interest on Advances
SECTION 2.08.	Additional Interest on Eurodollar Rate Advances
SECTION 2.09.	Interest Rate Determination.
SECTION 2.10.	Voluntary Conversion or Continuation of Advances.
SECTION 2.11.	Prepayments.
SECTION 2.12.	Increased Costs and Reduced Return.
SECTION 2.13.	Illegality.
SECTION 2.14.	Payments and Computations.
SECTION 2.15.	Sharing of Payments, Etc
SECTION 2.16.	[Reserved].
SECTION 2.17.	Taxes.
SECTION 2.18.	Substitution of Banks
ARTICLE III
CONDITIONS OF LENDING
SECTION 3.01.	Conditions Precedent to Initial Borrowing
SECTION 3.02.	Conditions Precedent to Each Borrowing
ARTICLE IV
REPRESENTATION AND WARRANTIES
SECTION 4.01.	Representations and Warranties of the Company
ARTICLE V
COVENANTS OF THE COMPANY
SECTION 5.01.	Affirmative Covenants
SECTION 5.02.	Negative Covenants
SECTION 5.03.	Financial Covenant
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01.	Events of Default
ARTICLE VII
THE AGENT
SECTION 7.01.	Authorization and Action
SECTION 7.02.	Agent’s Reliance, Etc
SECTION 7.03.	Citicorp and Affiliates
SECTION 7.04.	Bank Credit Decision
SECTION 7.05.	Indemnification
SECTION 7.06.	Successor Agent
ARTICLE VIII
[Reserved]
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Amendments, Etc
SECTION 9.02.	Notices, Etc
SECTION 9.03.	No Waiver; Remedies
SECTION 9.04.	Costs and Expenses
SECTION 9.05.	Right of Set-off
SECTION 9.06.	[Reserved].
SECTION 9.07.	Binding Effect
SECTION 9.08.	Assignments and Participations.
SECTION 9.09.	Consent to Jurisdiction
SECTION 9.10.	GOVERNING LAW
SECTION 9.11.	Execution in Counterparts
SECTION 9.12.	Indemnification
SECTION 9.13.	Confidentiality
SECTION 9.14.	Non-Reliance by the Banks
SECTION 9.15.	No Indirect Security
SECTION 9.16.	Waiver of Jury Trial
Exhibits and Schedules
EXHIBIT A	Form of Note
EXHIBIT B	Form of Notice of Borrowing
EXHIBIT C	Form of Assignment and Acceptance
EXHIBIT D	Form of Opinion of General Counsel of the Company
EXHIBIT E	Form of Opinion of Special Counsel for the Company
EXHIBIT F	Form of Opinion of Special Counsel for the Agent
SCHEDULE I	Applicable Lending Office

CREDIT AGREEMENT

(180 Day Facility)

Dated as of December 7, 2001

ECOLAB INC., a Delaware corporation (the “Company”), the Banks party hereto from time to time, and Citicorp USA, Inc. (“Citicorp”) as administrative agent (the “Agent”) for the Banks hereunder, agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Advance” means an advance by a Bank to the Company as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type” of Advance.

“Affiliate” means, when used with respect to a specified Person, another Person that directly or indirectly controls or is controlled by or is under common control with the Person specified.

“Agreement” means this Credit Agreement, as it may from time to time hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Applicable Eurodollar Margin” has the meaning specified in Section 2.07(b).

“Applicable Lending Office” means, with respect to each Bank, such Bank’s Domestic Lending Office in the case of a Base Rate Advance, and such Bank’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Assignment and Acceptance” means an assignment and acceptance in substantially the form of Exhibit C hereto pursuant to which a Bank assigns all or a portion of such Bank’s rights and obligations under this Agreement in accordance with the terms of Section 9.08.

“Banks” means the financial institutions listed on the signature pages hereof, and any assignee of a Bank pursuant to an Assignment and Acceptance.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the higher of:

(a)           the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; or

(b)           one-half of one percent per annum above the Federal Funds Rate.

“Base Rate Advance” means an Advance denominated in Dollars which bears interest as provided in Section
2.07(a).

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made to the Company by each of the Banks pursuant to Section 2.01.

“Business Day” means a day of the year (i) on which banks are not required or authorized to close in New York City, and (ii) if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“Capitalization” means, as of any date, the sum of Total Debt plus Shareholders’ Equity.

“Change of Control” means an event which shall be deemed to have occurred if any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act) of stock of the Company of any class or classes where the stock the beneficial ownership of which is so acquired carries (otherwise than by reason only of the happening of a contingency) more than 50 percent of the ordinary voting power for the election of directors generally of the Company; or, during any period of 12 consecutive calendar months, individuals:

(i)            who were directors of the Company on the first day of such period, or

(ii)           whose election or nomination for election to the board of directors of the Company was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or nomination for election was so approved

shall cease to constitute a majority of the board of directors of the Company.

“Citibank” means Citibank, N.A.

“Closing Date” means December 7, 2001.

“Commitment” has the meaning specified in Section 2.01.

“Consolidated Subsidiary” means at any date any Subsidiary the accounts of which would be consolidated with those of the Company in its consolidated financial statements at such date in accordance with GAAP.

“Convert”, “Conversion”, and “Converted” each refer to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.09, 2.10 or 2.13.

“Credit Rating” means, at any time, the credit rating on the Company’s long-term senior unsecured debt then most recently publicly announced by either Moody’s or S&P and “Credit Ratings” means both such credit ratings.

“Debt” means (but without duplication of any item) (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations to pay the deferred purchase price of property or services, excluding trade obligations and other accounts payable arising in the ordinary course of business, (iv) obligations as lessee under leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Default” means any event which would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Dollars” and the sign “$” each means lawful money of the United States.

“Domestic Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or such other office of such Bank as such Bank may from time to time specify to the Company and the Agent.

“Eligible Assignee” means (i) a Bank or any affiliate of a Bank; (ii) a commercial bank organized under the laws of the United States, or any State thereof, and having a combined capital and surplus of at least $250,000,000; or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “OECD”), or a political subdivision of any such country, and having a combined capital and surplus of at least $250,000,000 or the local currency equivalent thereof, provided that such bank is acting through a branch or agency located in the United States.

“ERISA” means the Employment Retirement Income Security Act of 1974, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any (i) corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Company or any of its Subsidiaries, (ii) partnership, trade or business under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Company or any of its Subsidiaries, and (iii) member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Company or any of its Subsidiaries, any corporation described in clause (i) or any partnership, trade or business described in clause (ii).

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Bank, the office of such Bank specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto (or, if no such office is specified, its Domestic Lending Office), or such other office of such Bank as such Bank may from time to time specify to the Company and the Agent.

“Eurodollar Rate” means, for the Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance comprising part of such Borrowing and for a period equal to such Interest Period; provided, however, for purposes of determining the amount of any such deposit in the case of Citibank, such amount shall be substantially equal to the Eurodollar Rate Advance to be made by Citicorp comprising part of such Borrowing.  The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.09.

“Eurodollar Rate Advance” means an Advance which bears interest as provided in Section 2.07(b).

“Eurodollar Rate Reserve Percentage” of any Bank for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Bank (or for Citibank, in the case of Eurodollar Rate Advances of Citicorp) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“GAAP” means generally accepted accounting principles set forth in the opinions, statements and pronouncements of the Financial Accounting Standards Board, Accounting Principles Board and the American Institute of Certified Public Accountants or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination and in any event applied in a manner consistent with the application thereof used in the preparation of the financial statements referred to in Section 4.01(e).

“Insufficiency” means, with respect to any Plan, the amount, if any, by which the present value of the vested benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.

“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the period selected by the Company pursuant to the provisions below, and thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company pursuant to the provisions of Section 2.10 and subject to the provisions below.  The duration of each such Interest Period shall be one, two, three or six months, or nine or twelve months, if available, in each case as the Company may select pursuant to the provisions of Section 2.02(a) or Section 2.10, as applicable; provided, however, that:  (i) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.  If, in accordance with Section 2.13 or otherwise, any Borrowing shall include both Base Rate Advances and Eurodollar Rate Advances, each such Base Rate Advance shall be assigned an Interest Period that is coextensive with the Interest Period then assigned to such Eurodollar Rate Advances.

“Majority Banks” means at any time Banks holding at least 51% of the then aggregate unpaid principal amount of the Advances made by Banks, or, if no such principal amount is then outstanding, Banks having at least 51% of the Commitments.

“Margin Stock” has the meaning specified in Regulation U issued by the Board of Governors of the Federal Reserve System.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Company or any of its ERISA Affiliates is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which the Company or any of its ERISA Affiliates, and more than one employer other than the Company or any of its ERISA Affiliates, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Company or any of its ERISA Affiliates made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan.

“Note” means a promissory note of the Company payable to the order of any Bank, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Company to such Bank resulting from the Advances made by such Bank to the Company.

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Payment Office” means the principal office of Citibank in New York City, located on the date hereof at 399 Park Avenue, New York, New York 10043.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Plan” means an employee benefit plan, other than a Multiemployer Plan, which is (or, in the event that any such plan has been terminated within five years after a transaction described in Section 4069 of ERISA, was) maintained for employees of the Company or any of its ERISA Affiliates and subject to Title IV of ERISA.

“Reference Banks” means Citibank, JPMorgan Chase Bank and Credit Suisse First Boston.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholders’ Equity” means at any date the consolidated shareholders’ equity of the Company and its Consolidated Subsidiaries which would appear as such on a consolidated balance sheet as of such date of the Company and its Consolidated Subsidiaries, after deducting treasury stock and as determined in accordance with GAAP.

“Significant Subsidiary” has the meaning assigned to such term in Regulation S-X issued pursuant to the Securities Act and the Exchange Act.

“Stated Termination Date” means June 7, 2002.

“Subsidiary” means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly (through one or more Subsidiaries) owned or controlled by the Company.

“Termination Date” means the Stated Termination Date or the earlier date of termination in whole of the Commitments pursuant to Section 2.05(a) or 6.01.

“Termination Event” means (i) a “reportable event,” as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(f) of ERISA, or (ii) the withdrawal of the Company or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the incurrence of liability by the Company or any of its ERISA Affiliates under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii) the distribution of a notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Total Commitment” means, at any time, the sum of all of the Commitments at such time.

“Total Debt” means, as of any date, all Debt of the Company and its Consolidated Subsidiaries on a consolidated basis, other than, to the extent included in Debt, liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Type” has the meaning assigned thereto in the definition herein of “Advance”.

“Utilization Fee” has the meaning specified in Section 2.04(b).

“Wholly-Owned Consolidated Subsidiary” means any Consolidated Subsidiary in which all of the shares of capital stock or other equity interests are, at the time, directly or indirectly owned by the Company; provided that up to 10% of each class of such shares of capital stock or other equity interests may be directors’ qualifying shares or shares or equity interests issued by such Subsidiary under employee compensation or incentive plans.

“Withdrawal Liability” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.  Computation of Time Periods.  In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

SECTION 1.03.  Accounting Terms and Change in Accounting Principles.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  If any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 4.01(e) are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the Company with the agreement of its independent certified public accountants and such changes result in a change in the components of the calculation of any of the financial covenants, standards or terms found in Article V hereof, the Company and the Agent agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such changes as if such changes had not been made, provided, however, that no change in GAAP that would affect the components of the calculation of any of such financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Agent, to so reflect such change in accounting principles.  Without limiting the generality of the foregoing, any sale of accounts receivable, chattel paper, instruments, general intangibles and related equipment or inventory or any other assets by the Company or any Subsidiary which constitutes a sale of such assets under GAAP as in effect from time to time shall not constitute Debt under this Agreement or the grant of a Lien on such assets for purposes of this Agreement.  Notwithstanding anything in the second sentence of this Section to the contrary, whether any such sale consisting of a sale of financial assets covered by SFAS 140 constitutes a sale shall be determined by SFAS 140 or any successor pronouncement from and after its respective effective date.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Advances.

(a)  Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Company from time to time on any Business Day during the period from the date hereof until the Termination Date.  The aggregate amount (determined in Dollars) of the Advances of any Bank shall not exceed at any time outstanding the Dollar amount set opposite such Bank’s name on the signature pages hereof (or of any Assignment and Acceptance  to which such Bank is a party), as such amount may be reduced pursuant to Section 2.05 (such Bank’s “Commitment”).

(b)  Each Borrowing shall consist of Advances of the same Type made on the same day by the Banks ratably according to their respective Commitments.  Each Borrowing shall be in an aggregate amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.  Within the limits of each Bank’s Commitment, the Company may borrow, repay pursuant to Section 2.06 or prepay pursuant to Section 2.11, and reborrow under this Section 2.01.

SECTION 2.02.  Making the Advances.

(a)  Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) by the Company to the Agent, in the case of a proposed Borrowing comprised of Base Rate Advances, on the date of such proposed Borrowing and in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing.  The Agent shall give each Bank prompt notice thereof by telecopy, telex or cable.  Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopy, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) in the case of a proposed Borrowing comprised of Eurodollar Rate Advances, initial Interest Period for each such Advance and (iv) aggregate amount of such Borrowing.  The Company shall certify, in each Notice of Borrowing, the Credit Ratings, if any, then in effect.  In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Agent shall promptly notify each Bank and the Company of the applicable interest rate under Section 2.07(b).

(b)           Each Bank shall make available for the account of its Applicable Lending Office:

(i)  in the case of a Borrowing comprised of Base Rate Advances, to the Agent before 12:00 noon (New York City time)(or, if the applicable Notice of Borrowing shall have been given on the date of such Borrowing, before 4:00 P.M. (New York City time)) on the date of such Borrowing, at such account maintained at the Payment Office as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Borrowing; and

(ii)  in the case of a Borrowing comprised of Eurodollar Rate Advances, to the Agent before 12:00 noon (New York City time) on the date of such Borrowing, at such account maintained at the Payment Office as shall have been notified by the Agent to the Banks prior thereto and in same day funds, such Bank’s ratable portion of such Borrowing.

After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Company at the aforesaid applicable Payment Office.

(c)           Each Notice of Borrowing shall be irrevocable and binding on the Company.  In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Company shall indemnify each Bank against any loss, cost or expense reasonably incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(d)           Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to it on the date of such Borrowing in accordance with subsection (b) of this Section 2.02 and it may, in reliance upon such assumption, make (but shall not be required to make) available to the Company on such date a corresponding amount.  If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Company severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Agent at (i) in the case of the Company, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Rate or the Agent’s overdraft cost, if higher.  If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.

(e)           The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing.

SECTION 2.03.  [Reserved].

SECTION 2.04.  Fees.

(a)Facility Fee.  The Company agrees to pay each Bank a facility fee at the respective rate per annum set forth below on such Bank’s average daily Commitment (irrespective of usage) from the date hereof until the Termination Date, payable on the last day of each March, June, September and December during the term of such Bank’s Commitment, commencing December 31, 2001, and on the Termination Date.  The facility fee in respect of any period shall be determined on the basis of the Credit Ratings in effect during such period, in accordance with the table set forth below.  The rate per annum at which such facility fee is calculated shall change when and as any Credit Rating changes.

Credit Rating	Facility Fee
	(Rate per annum)
A  or better (S&P) or
A2 or better (Moody’s)	0.07	%
Below A (S&P) and A2 (Moody’s)
but
A-  (S&P) or
A3  (Moody’s)	0.08	%
Below A- (S&P) and A3 (Moody’s)
but
BBB+ (S&P) or
Baa1 (Moody’s)	0.09	%
Below BBB+ (S&P) and Baa1 (Moody’s)
but
BBB  (S&P) or
Baa2 (Moody’s)	0.11	%
Below BBB (S&P) and Baa2 (Moody’s)
but
BBB- (S&P) and Baa3 (Moody’s)	0.15	%
Below BBB- (S&P) or Baa3 (Moody’s)	0.20	%

If, during any period, the Company shall not have Credit Ratings from both S&P and Moody’s, the Credit Rating of the Company for purposes of this Section 2.04(a) shall be deemed to be below BBB- (S&P) and below Baa3 (Moody’s) during such period.  In addition, and notwithstanding the foregoing chart, if the Credit Rating of the Company from S&P is more than one level higher or lower than the equivalent Credit Rating of the Company from Moody’s at such time, then the facility fee rate shall be determined as if the applicable Credit Rating of the Company from each of S&P and Moody’s were one level higher than the lower of the two Credit Ratings.

(b)  Utilization Fee.  For each day on which the aggregate outstanding principal amount of the Advances exceeds 50% of the aggregate amount of the Commitments, a utilization fee (the “Utilization Fee”) (in addition to all other interest and fees payable with respect to the Advances) will accrue on each outstanding Advance at a rate equal to 0.10% per annum (computed daily on the basis of a three hundred sixty (360) day year and actual days elapsed).  The Utilization Fee will be payable, when applicable, with respect to each applicable Advance, on each date that interest is payable with respect to such Advance.

(c)  Agency Fee.  The Company agrees to pay to the Agent those fees as are described in that certain letter agreement dated November 12, 2001 (as the same may from time to time be amended, supplemented, restated or otherwise modified), when and as the same shall become due and payable by the Company as provided therein.

SECTION 2.05.  Reduction of the Commitments.

(a)  The Company shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Banks; provided, that each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

(b)  On the tenth day after the receipt by the Company or any of its Subsidiaries of proceeds from the issuance of Debt in the capital markets with a maturity in excess of one year, the Commitments of the Banks (if not previously terminated under Section 2.05(a)) shall be reduced ratably in an aggregate amount equal to such proceeds (or the Dollar equivalent of such proceeds, in the event such Debt is raised in a currency other than Dollars) and, to the extent that the amount of such reduction in the Commitments shall exceed the aggregate unused portions of the Commitments of the Banks, the Company shall make a prepayment in the amount of such excess pursuant to Section 2.11(b).

SECTION 2.06.  Repayment of Advances.  The Company shall repay on the Termination Date the principal amount of each Advance made to it.

SECTION 2.07.  Interest on Advances.  The Company shall pay interest on the unpaid principal amount of each Advance made by each Bank from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a)  Base Rate Advances.  If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable monthly on the tenth day of each month and on the date such Base Rate Advance shall be paid in full or converted; provided, that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate in effect from time to time.  The Agent shall provide telephonic notice to the Company of the amount of interest due and payable on Base Rate Advances by a date not later than the date such payment is due; provided, however, that the Agent’s failure to give such notice shall not discharge the Company from the payment of interest but shall only delay the due date of such interest until such telephonic notice is given.

(b)  Eurodollar Rate Advances.  If such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Eurodollar Margin, payable on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs during such Interest Period every three months from the first day of such Interest Period; provided that any amount of principal which is not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest, from the date on which such amount is due until such amount is paid in full, payable on demand, at a rate per annum equal at all times to 2% per annum above (x) if the originally scheduled Interest Period shall then be in effect, the sum of the Eurodollar Rate plus the Applicable Eurodollar Margin then in effect with respect to such Advance, and (y) in all other cases, the Base Rate in effect from time to time.  “Applicable Eurodollar Margin” means, in respect of any Eurodollar Rate Advance, a rate per annum determined as of the first day of the Interest Period for such Eurodollar Rate Advance in reference to the table set forth below on the basis of the Credit Ratings at such time.

	Applicable
	Eurodollar Margin
Credit Rating	(Rate per Annum)
A  or better (S&P) or A2 or better (Moody’s)	0.155	%
Below A (S&P) and A2 (Moody’s) but A- (S&P) or A3 (Moody’s)	0.165	%
Below A- (S&P) and A3 (Moody’s) but BBB+ (S&P) or Baa1 (Moody’s)	0.210	%
Below BBB+ (S&P) and Baa1 (Moody’s) but BBB  (S&P) or Baa2 (Moody’s)	0.265	%
Below BBB (S&P) and Baa2 (Moody’s) but BBB- (S&P) and Baa3 (Moody’s)	0.350	%
Below BBB- (S&P) or Baa3 (Moody’s)	0.500	%

If, on the first day of the Interest Period for any Eurodollar Rate Advance, the Company shall not have Credit Ratings from both S&P and Moody’s, the Credit Ratings of the Company, for purposes of this Section 2.07(b), shall be deemed to be below BBB- (S&P) and below Baa3 (Moody’s) during such period.  In addition, and notwithstanding the foregoing chart, if the Credit Rating of the Company from S&P is more than one level higher or lower than the equivalent Credit Rating of the Company from Moody’s at such time, then the Applicable Eurodollar Margin shall be determined as if the Credit Rating of the Company from each of S&P and Moody’s were one level higher than the lower of the two Credit Ratings.

SECTION 2.08.  Additional Interest on Eurodollar Rate Advances.  The Company shall pay to each Bank, so long as such Bank (or Citibank, in the case of Eurodollar Rate Advances of Citicorp) shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance made by such Bank to the Company, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period, payable on each date on which interest is payable on such Advance.  Such additional interest so notified to the Company by any Bank shall be payable to the Agent for the account of such Bank on the dates specified for payment of interest for such Advance in Section 2.07.

SECTION 2.09.  Interest Rate Determination.

(a)  Each Reference Bank agrees to furnish to the Agent (in the case of Eurodollar Rate Advances), timely information for the purpose of determining the Eurodollar Rate.  The Agent shall give prompt notice to the Company and the Banks of the applicable interest rate determined by the Agent for purposes of Section 2.07(a) or (b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.07(b).

(b)  If the Agent shall, at least one Business Day before the date of any requested Borrowing or the Conversion or continuation of any Borrowing, notify the Company and the Banks that less than two of the Reference Banks shall have furnished timely information to the Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, the Agent shall forthwith notify the Company and the Banks that the interest rate cannot be determined for such Eurodollar Rate Advances, whereupon

(i)  each such Advance will automatically, on the last day of the then outstanding Interest Period therefor, Convert into and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

(ii)  the rights of the Company to select, and the obligation of the Banks to make, or to Convert Advances into, or continue Advances as, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(c)  If, with respect to any Eurodollar Rate Advances the Majority Banks shall at least one Business Day before the requested date of, or the proposed Conversion or continuation of the Advances comprising all or part of, any Borrowing, notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Banks of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Company and the Banks, whereupon

(i)  each such outstanding Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into, and with respect to a requested Advance as part of a requested Borrowing, such Advance shall be, a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance) , and

(ii)  the rights of the Company to select, and the obligation of the Banks to make, or to Convert Advances into, or continue Advances as, Eurodollar Rate Advances shall be suspended until the Majority Banks have notified the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist.

(d)  The Agent shall, upon becoming aware that the circumstances causing any such suspension referred to in Sections 2.09 (b)or (c) or 2.13 no longer apply, promptly so notify the Company, provided that the failure of the Agent to so notify the Company shall not impair the rights of the Banks under this Section 2.09 or Section 2.13, as applicable, or expose the Agent to any liability.

(e)  If the Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and the provisions of Section 2.10, or is not entitled to Convert or continue such Advances into or as Eurodollar Rate Advances pursuant to Section 2.10, the Agent will forthwith so notify the Company and the Banks and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.

(f)  On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall, if they are Eurodollar Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Company to Convert such Advances into Eurodollar Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed $10,000,000, the Company shall have the right to continue all such Advances as, or to Convert all such Advances into, Eurodollar Rate Advances having such Interest Period.

SECTION 2.10.  Voluntary Conversion or Continuation of Advances.

The Company may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of the proposed Conversion or continuation, and subject to the provisions of Sections 2.09 and 2.13 and the provisos in this Section 2.10(a), Convert all or any part of the Advances of one Type comprising the same Borrowing into Advances of another Type or continue all or any part of the Advances of one Type comprising the same Borrowing as Advances of the same Type; provided, however, that any such Conversion or continuation of any Eurodollar Rate Advances shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances; and provided further, that no Advance may be Converted into or continued as, a Eurodollar Rate Advance, at any time that a Default or Event of Default has occurred and is continuing.  Any such Conversion or continuation of any Advances shall be in the minimum amounts and increments specified in Section 2.01(b).  Each such notice of a Conversion or continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or continuation, (ii) the Advances to be Converted or continued, and (iii) if such Conversion or continuation is into or as Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.

SECTION 2.11.  Prepayments.

(a)  Subject to Section 9.04(b) hereof, the Company may (i) following notice given to the Agent by the Company not later than 11:00 A.M. (New York City time) on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) following notice given to the Agent by the Company not later than 11:00 A.M. (New York City time) two Business Days prior to the proposed date of prepayment, such notice specifying the proposed date of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amounts of the Eurodollar Rate Advances comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid.  Each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof.

(b)  In the event that the Company is required to make a prepayment pursuant to Section 2.05(b), the Company shall prepay the outstanding principal amounts of Advances comprising part of the same Borrowing, in whole or ratably in part, in an aggregate amount equal to or exceeding the required amount of such prepayment, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) any related amounts owing to the Banks pursuant to Section 9.04(b).

SECTION 2.12.  Increased Costs and Reduced Return.

(a)  If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted after the Closing Date, or reasonably determined by a Bank only after the Closing Date to be applicable to it or to its Eurodollar Rate Advances, there shall be any increase after the date hereof in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, by an amount deemed by such Bank to be material, then the Company shall from time to time, within 15 days after demand by such Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost.  It shall be assumed, for the purpose of computing amounts to be paid by the Company to Citicorp pursuant to this Section 2.12(a), that the making, funding or maintaining by Citicorp of any Advance has been by Citibank.

(b)  If any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office or any corporation controlling such Bank) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, which adoption, change, request or directive is effected, made or promulgated after the Closing Date, or if effective, made or promulgated prior to such date, is reasonably determined by a Bank only after the Closing Date to be applicable to it or its obligations hereunder, has or would have the effect after the date hereof of reducing the rate of return on such Bank’s capital or the capital of any corporation controlling such Bank as a consequence of such Bank’s obligation hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance by an amount deemed by such Bank to be material, then the Company shall, from time to time, within 15 days after demand by such Bank, accompanied by the certificate required therefor under Section 2.12(c) (with a copy of such demand and such certificate to the Agent), pay to the Agent for the account of such Bank such additional amount or amounts as will compensate such Bank or such controlling corporation for such reduction.

(c)  Each Bank will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.  In determining such amount, such Bank may use any reasonable averaging and attribution methods.  A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the basis for the calculation thereof shall be conclusive in the absence of manifest error.

(d)  The Company shall not be obligated to pay any additional amounts with respect to a demand under Section 2.12(a) or 2.12(b) that are attributable to the period (the “Excluded Period”) ending 120 days prior to the Company’s receipt of the certificate with respect to such demand required under Section 2.12(c); provided, however, that to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 120 day period prior to the Company’s receipt of such certificate, the limitation set forth in this Section 2.12(d) shall not apply.

SECTION 2.13.  Illegality.

(a)  In the event that any Bank shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) at any time that the making or continuance of any of its Eurodollar Rate Advances has become unlawful because of the introduction of or any change in or in the interpretation of any law or regulation or because of the assertion of unlawfulness by any central bank or other governmental authority, then, in any such event, such Bank shall give prompt notice (by telephone confirmed in writing) to the Company and to the Agent of such determination (which notice the Agent shall promptly transmit to the other Banks).

(b)  Upon the giving of the notice to the Company referred to in subsection (a) above, then (i) the obligation of the Banks to make, or to Convert Advances into or to continue Advances as, Eurodollar Rate Advances shall be suspended until the applicable Bank notifies the Agent and the Agent shall notify the Company and the Banks that the circumstances causing such suspension no longer exist, and (ii) if any affected Eurodollar Rate Advances are then outstanding, the Company shall, upon at least one Business Day’s written notice to the Agent and the affected Bank, or if permitted by applicable law no later than the date permitted thereby, in the Company’s sole discretion, either (i) prepay the principal amount of all outstanding Eurodollar Rate Advances of such Bank to which such notice related, together with accrued interest thereon to the date of payment or (ii) Convert each such Eurodollar Rate Advance into a Base Rate Advance, and be obligated to reimburse such Bank in respect thereof pursuant to Section 9.04(b) hereof.  If more than one Bank gives notice pursuant to Section 2.13(a) at any time, then all outstanding Eurodollar Rate Advances of such Banks must be treated the same by the Company pursuant to this Section 2.13(b).  Any Base Rate Advance arising by reason of this Section 2.13(b) shall have an Interest Period assigned to it that ends on the date that the Interest Period for the Eurodollar Rate Advance for which it shall have been substituted would have expired, and the principal thereof and interest thereon shall be payable on the date that principal and interest would otherwise have been payable on such Eurodollar Rate Advance.  Such Base Rate Advance may not be prepaid at any time prior to the date that the Eurodollar Rate Advances comprising a part of such Borrowing shall be prepaid.

SECTION 2.14.  Payments and Computations.

(a)  The Company shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent in same day funds by deposit of such funds to the Agent’s account maintained at the Payment Office.  The Agent will give the Company prior notice of the due date of the principal of any Advance and of the due date and amount of any fees payable hereunder; provided that the failure to give any such prior notice shall not limit the Company’s liability for such payment, but shall delay the due date of such payment for purposes of Sections 6.01(a) or (b), as applicable, by the number of days after such due date that such notice is given.  The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.08, 2.12 or 2.17) to the applicable Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b)  The Company hereby authorizes each Bank, if and to the extent payment owed to such Bank by the Company is not made when due hereunder under any Note held by such Bank, to charge from time to time against any or all of the Company’s accounts with such Bank any amount so due.  Each Bank agrees promptly to notify the Company after any such charge, provided that the failure to give such notice shall not affect the validity of such charge.

(c)  All computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate and of fees shall be made by the Agent, and all computations of interest pursuant to Section 2.08 shall be made by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable.  Each determination by the Agent (or, in the case of Section 2.08, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d)  Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such cases be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e)  Unless the Agent shall have received notice from the Company prior to the date on which any payment is due from the Company to the Banks hereunder that the Company will not make such payment in full, the Agent may assume that the Company has made such payment in full to it on such date and it may, in reliance upon such assumption, cause (but shall not be required to cause) to be distributed to each Bank on such due date an amount equal to the amount then due such Bank.  If and to the extent the Company shall not have so made such payment in full to the Agent, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent at the Federal Funds Rate.

SECTION 2.15.  Sharing of Payments, Etc.  If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.08, 2.12 or 2.17) in excess of its ratable share of payments on account of the Advances obtained by all the Banks, such Bank shall forthwith purchase from the other Banks such participations in the Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank’s ratable share (according to the proportion of (i) the amount of such Bank’s required repayment to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered.  The Company agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Company in the amount of such participation.

SECTION 2.16.  [Reserved].

SECTION 2.17.  Taxes.

(a)  Subject to Section 2.17(f), any and all payments by the Company hereunder or under the Notes shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Bank or the Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Bank, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Bank’s Applicable Lending Office or any political subdivision thereof (all such non–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”).  Subject to Section 2.17(f), if the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, (i) the sum payable by the Company shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17(a)) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)  In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “Other Taxes”).

(c)  The Company will indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid by such Bank or the Agent (as the case may be), and any liability (including penalties, interest and expenses reasonably incurred) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30 days from the date such Bank or the Agent (as the case may be) makes written demand therefor.

(d)  The Agent may, from time to time, request that the Company furnish (and the Company shall, promptly following any such request, furnish) to the Agent the originals or certified copies of receipts evidencing the payment of Taxes by and on behalf of the Company or, if no Taxes are payable in respect of any payment hereunder or under the Notes, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Agent, in either case stating that such payment is exempt from or not subject to Taxes.

(e)  Without prejudice to the survival of any other agreement of the Company hereunder, the agreements and obligations of the Company contained in this Section 2.17 shall survive the payment in full of principal and interest hereunder and under the Notes.

(f)  On or prior to the Closing Date (or, in the case of any assignee party to an Assignment and Acceptance,  on the effective date of its becoming a “Bank” hereunder), each Bank organized under the laws of a jurisdiction outside the United States shall provide the Agent with the forms prescribed by the Internal Revenue Service of the United States certifying such Bank’s exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder and under any of the Notes, and each such Bank shall thereafter provide the Company and the Agent with such supplements and amendments thereto and such additional forms as may from time to time be required by applicable law.  If a Bank that is organized under the laws of a jurisdiction outside the United States shall fail to deliver, or improperly delivers, the forms described in this Section 2.17(f), Section 2.17(a) and Section 2.17(c) shall not apply with respect to any payments made to such Bank under this Agreement during the period that such failure or deficiency shall continue, and the Company and the Agent shall be permitted to withhold United States federal, state and local income taxes from any payments made under this Agreement at the applicable statutory rate.

(g)  If any Bank determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes or Other Taxes paid or reimbursed by the Company pursuant to this Section 2.17 in respect of payments under this Agreement or the Notes, a current monetary benefit that it would otherwise not have obtained but for such refund, deduction or credit, and that would result in the total payments under this Section 2.17 exceeding the amount needed to make such Bank whole, such Bank shall pay to the Company, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all reasonable out-of-pocket expenses in securing such refund, deduction or credit.

SECTION 2.18.  Substitution of Banks.  In the event that (w) any one or more Banks, pursuant to Section 2.12 hereof, incurs any increased costs, receives a reduced payment or is required to make any payment for which any such Bank demands compensation pursuant to such Section, or makes a claim for indemnity or compensation under Section 2.17 hereof with respect to a payment when no other Bank makes a claim for indemnity or compensation under Section 2.17 with respect to such payment, in any such case which compensation or indemnity increases the effective lending rate of such Bank with respect to its share of the Advances in excess of the effective lending rate of the other Banks, and such Bank has not mitigated such increased costs, reduced payment or additional payment within 30 days after receipt by such Bank from the Company of a written notice that such Bank’s effective lending rate has so exceeded the effective lending rate of the other Banks; or (x) any one or more Banks have determined pursuant to Section 2.13(a) hereof that it may not make or maintain all or certain of its Eurodollar Rate Advances at such time (and the other Banks shall continue to be able to make or maintain their corresponding Eurodollar Rate Advances at such time) and the inability of such Bank to make or maintain such Eurodollar Rate Advances continues for 30 or more days after the receipt by such Bank from the Company of written notice of such inability and the Company’s request that such Bank alleviate such inability; then and in any such event, the Company may substitute for such Bank an existing Bank, or another financial institution which is acceptable to the Agent, to assume the Commitment of such Bank and to purchase the Note of such Bank hereunder, without recourse to or warranty (other than as to unencumbered ownership) by, or expense to, such Bank for a purchase price equal to the outstanding principal amount of the Advances then payable to such Bank plus any accrued but unpaid interest and accrued but unpaid fees with respect thereto.  Such purchase shall be effected by execution and delivery by such Bank and its replacement of an Assignment and Acceptance, and shall otherwise be made in the manner described in Section 9.08.  Upon such purchase, to the extent of the rights and benefits assigned, such Bank shall no longer be a party hereto or have any rights or benefits hereunder (except for rights or benefits that such Bank would retain hereunder upon termination of this Agreement) and the replacement Bank shall succeed to the rights and benefits, and shall assume the obligations, of such Bank hereunder and under the Note to which such Bank is a party.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01.  Conditions Precedent to Initial Borrowing.  The obligation of each Bank to make its initial Advance on the occasion of the initial Borrowing by the Company on or after the Closing Date is subject to the conditions precedent that (i) an officer of the Company shall have delivered to the Agent a certificate stating that (A) the Company has closed its purchase of the fifty percent (50%) interest in the Henkel-Ecolab joint venture previously owned by Henkel Kommanditgesellschaft auf Aktien (“Henkel”) pursuant to the Master Agreement dated as of December 7, 2000, as amended, between the Company and Henkel, and (B) Henkel elected to have the purchase price paid in cash, (ii) all commitment, facility, agency and administrative fees provided for under the terms of this Agreement, accrued to the date of such initial Advance, shall have been paid by the Company and (iii) the Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank:

(a)  The Notes payable to the order of the Banks, respectively.

(b)  Certified copies of (i) the resolutions of the Board of Directors of the Company approving this Agreement and the Notes of the Company, and (ii) all documents evidencing other necessary corporate or other authorizing action and governmental approvals, if any, with respect to this Agreement and the Notes.

(c)  Signed copies of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or representative of the Company certifying the names and true signatures of the officers or other representatives of the Company authorized to sign this Agreement and the Notes and the other documents or certificates to be delivered by the Company pursuant to this Agreement.  The Agent may conclusively rely on each such certificate of the Company until the Agent shall receive a further certificate of the Secretary or an Assistant Secretary or other representative of the Company canceling or amending the prior certificate of the Company, and submitting the signatures of the officers or other representatives named in such further certificate.

(d)  A certificate executed by the Treasurer of the Company on behalf of the Company certifying that as of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note.

(e)  Favorable opinions of (i) the General Counsel of the Company in substantially the form of Exhibit D hereto, and (ii) special counsel for the Company in substantially the form of Exhibit E hereto.

(f)  A favorable opinion of Sidley Austin Brown & Wood, counsel for the Agent, in substantially the form of Exhibit F hereto.

SECTION 3.02.  Conditions Precedent to Each Borrowing.  The obligation of each Bank to make an Advance on the occasion of each Borrowing pursuant to Section 2.02 (including the initial Borrowing) by the Company shall be subject to the further conditions precedent that on the date of such Borrowing (a) the following statements shall be true and the Agent shall have received for the account of such Bank a certificate signed by a duly authorized officer of the Company as follows:

(i)  The representations and warranties contained in subsections (a) - (i) and (k) - (n) of Section 4.01 are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii)  No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default;

and (b) if the Agent shall have reasonably requested prior to the delivery of the Notice of Borrowing for such Borrowing, approvals, opinions or, pursuant to Section 5.01(b)(xiii), documents for the purpose of verifying compliance by the Company with the terms of this Agreement or with applicable law, the Agent shall have received such approvals, opinions or documents.

ARTICLE IV
REPRESENTATION AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Company.  The Company represents and warrants to the Banks and the Agent as follows:

(a)  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

(b)  The execution, delivery and performance by the Company of this Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company’s restated certificate of incorporation or by-laws or (ii) law or any contractual restriction binding on or affecting the Company.

(c)  No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Agreement and the Notes except any such approvals, notices, actions or filings which have already been made, obtained or given.

(d)  This Agreement is, and the Notes are, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

(e)  The consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 2000, and the related statements of income, cash flows and shareholders’ equity of the Company and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Bank, fairly present the financial condition of the Company and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied.

(f)  There are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement or any Note.

(g)  United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the year ended December 31, 1996.  The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any of its Subsidiaries, except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings.  The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes are, in the opinion of the Company, adequate.

(h)  Each of the Company’s Significant Subsidiaries is a corporation duly incorporated, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of incorporation, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement.

(i)  The sum of the Insufficiencies of any and all Plans with respect to which a Termination Event has occurred and is still in existence (or, in the case of a Plan with respect to which a Termination Event described in clause (ii) of the definition of Termination Event has occurred, the liability related thereto) does not exceed $25,000,000.

(j)  Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Agent, was complete and accurate and fairly presented the funding status and financial condition of such Plan as of the date of such Schedule B, and since such date there has been no material adverse change in such funding status or financial condition, considered in the aggregate, except for a decline, if any, in the funded ratio of the Ecolab Pension Plan primarily attributable to a decrease in the interest rate which must be used to measure pension plan liabilities.

(k)  Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such notification), is greater than $25,000,000.

(l)  Neither the Company nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Company and its ERISA Affiliates to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years most recently ended by an amount exceeding $7,500,000 per annum.

(m)  The Company and its Subsidiaries are in compliance in all material respects with all environmental and hazardous waste laws, rules and regulations, and neither the Company nor any of its Subsidiaries has been cited as being in violation of such law, rule or regulation by any Federal, state or local governmental agency or other authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited  would (in the best judgment of the Company) affect the business, consolidated financial position or consolidated results of operations of the Company and its Subsidiaries, to the extent that there is (in the best judgment of the Company) a reasonable possibility that such non-compliance or being so cited or listed would prevent the Company from repaying its obligations under this Agreement in accordance with the terms hereof.

(n)  There are no pending or, to the knowledge of the Company, threatened actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority arising out of or relating to hazardous waste disposal or environmental compliance or asserting a claim for damages based upon the use or other application of any products of the Company or any of its Subsidiaries, in which there is (in the best judgment of the Company) a reasonable possibility of an adverse decision which would affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in the best judgment of the Company) a reasonable possibility that such decision would prevent the Company from repaying its obligations under this Agreement in accordance with the terms hereof.

(o)  As of the Closing Date, since December 31, 2000 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Company and its Subsidiaries, taken as a whole, or in the ability of the Company to perform its obligations under this Agreement or any Note.

ARTICLE V
COVENANTS OF THE COMPANY

SECTION 5.01.  Affirmative Covenants.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will, unless the Majority Banks shall otherwise consent in writing:

(a)  Compliance with Laws, Etc.  Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith, and except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Company from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement.

(b)  Reporting Requirements.  Furnish to the Banks:

(i)  as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the consolidated statement of income and shareholders’ equity and the consolidated statement of cash flows of the Company and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by a designated financial officer of the Company;

(ii)  as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report for such year for the Company and its Consolidated Subsidiaries, containing financial statements for such year certified in a manner acceptable to the Majority Banks by PricewaterhouseCoopers or other independent public accountants acceptable to the Majority Banks;

(iii) within the designated time frame for the delivery of financial statements referred to in clauses (i) and (ii) above, a certificate of a designated financial officer of the Company (A) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 5.02(a), and 5.03 on the date of such financial statements and (B) stating whether there exists on the date of such certificate any Event of Default or Default and, if any Event of Default or Default then exists, setting forth the details thereof and the action which the Company is taking with respect thereto;

(iv)  promptly after the sending or filing thereof, copies of all reports which the Company sends generally to its security holders, and copies of all periodic reports (including reports on Form 8-K) and all registration statements which the Company or any Subsidiary files with the Securities and Exchange Commission (other than registration statements on Form S-8 or Form 11-K, or registration statements on Form S-3 relating solely to the registration of securities for resale by the holders thereof);

(v)  as soon as possible and, in any event, within 14 Business Days after the Company (in its best judgment) has made a determination pursuant to any notice or claim received by the Company or any of its Subsidiaries to the effect that the Company or any of its Subsidiaries is a potentially responsible party for response costs incurred or to be incurred at any facility, other than a facility owned or operated by the Company or any of its Subsidiaries under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) or any state equivalent, that the potential liability (taking into account the probability that other Persons will provide contributions or otherwise share in the response costs to be incurred at the facility) of the Company or any of its Subsidiaries could reasonably be expected to exceed $25,000,000, a copy of such notice or claim and a statement of an officer of the Company explaining the Company’s understanding of the basis for such notice or claim;

(vi) as soon as possible and, in any event, within 14 Business Days from the date the Company (in its best judgment) makes a determination, pursuant to any notice given with respect to property owned or operated by the Company or any of its Subsidiaries, to Federal or state environmental agencies under any applicable environmental requirement of law, reporting the release of a hazardous or toxic waste, substance, pollutant or contaminant, including petroleum-based substances or wastes, into the environment, that the potential liability (taking into account the probability that other Persons will provide contributions or otherwise share in the response costs to be incurred at the facility) of the Company or any of its Subsidiaries could reasonably be expected to exceed $25,000,000, a copy of such notice and a statement of an officer of the Company explaining the Company’s understanding of the basis for such notice;

(vii) as soon as possible and, in any event, within 14 Business Days after the Company acquires actual knowledge that the operations or facilities of the Company or any of its Subsidiaries has become the subject of any state or federal investigation evaluating whether any remedial action pursuant to the National Contingency Plan, or any state equivalent, is needed to respond to a release or threatened release of a hazardous or toxic waste, substance, pollutant or contaminant, including petroleum-based substances or wastes, into the environment, if it could reasonably be expected that the cost to the Company and its Subsidiaries of the anticipated remedial action would exceed $25,000,000 a statement by an officer of the Company informing the Banks of such investigation and explaining the Company’s understanding of the basis for such investigation;

(viii)  as soon as possible and, in any event, within 14 Business Days after the Company acquires actual knowledge that any of the operations or facilities of the Company or any of its Subsidiaries becomes listed or is proposed for listing on the National Priorities List in accordance with 40 C.F.R. Part 300, Appendix B, or any state equivalent, and it could reasonably be expected that the cost to the Company and its Subsidiaries of response costs related thereto would equal or exceed $12,500,000, or receives any written notice or claim to the effect that it is a potentially responsible party for response costs involving an aggregate cost to the Company or its Subsidiaries of $25,000,000 or more incurred or to be incurred under CERCLA or any state equivalent, at any facility owned or operated by the Company or any of its Subsidiaries, a statement by an officer of the Company so informing the Banks and explaining the Company’s understanding of the basis for such listing or notice;

(ix) as soon as possible and in any event (A) within 45 days after the Company or any of its ERISA Affiliates acquires actual knowledge that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred, and (B) within 14 days after the Company or any of its ERISA Affiliates acquires actual knowledge that any other Termination Event with respect to any Plan has occurred, (provided, however, that the statement referred to below would not be required if (1) such Termination Event is described in clause (ii) of the definition of Termination Event, unless the occurrence of such Termination Event could reasonably be expected to or does result in aggregate liability of the Company and all ERISA Affiliates of the Company to any Multiple Employer Plan or to the PBGC of more than $25,000,000, (2) such Termination Event is described in clause (iii) of the definition of Termination Event, unless such Termination Event is not a “standard termination” as defined in Section 4041 of ERISA, or (3) it could not reasonably be expected that the aggregate cost to the Company and its Subsidiaries of any event set forth in clause (A) or (B) of this Section 5.01(b)(ix) and not otherwise excluded from the reporting requirements of this Section would exceed $5,000,000) a statement of an officer of the Company describing such Termination Event and the action, if any, which the Company or any of its ERISA Affiliates proposes to take with respect thereto;

(x)  promptly and in any event within 5 Business Days after receipt thereof by the Company or any of its ERISA Affiliates, copies of each notice received by the Company or any such ERISA Affiliate from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(xi)  promptly and in any event within 14 Business Days after receipt thereof by the Company or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, if the amount of liability incurred or expected to be incurred pursuant to such notice exceeds $10,000,000, a copy of each such notice received by the Company or such ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by such Multiemployer Plan, (B) the determination that such Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of such Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or expected to be incurred, by the Company or any such ERISA Affiliate, as the case may be, in connection with any event described in clause (A), (B) or (C) above;

(xii) as soon as possible and, in any event, within 5 Business Days after the Company acquires actual knowledge that either of its Credit Ratings has changed, written notice informing the Agent of such change; and

(xiii) promptly, and in any event as soon as reasonably practicable, such other information with respect to the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries or ERISA Affiliates as any Bank through the Agent may from time to time reasonably request, including, without limitation, Schedule B (Actuarial Information) to the annual reports (Form 5500 Series) filed with the Internal Revenue Service for each Plan.

With respect to any financial statement, report or other document required to be delivered to the Banks pursuant to clauses (i), (ii) or (iv) above, the Company shall be deemed to have fulfilled its obligation to deliver such document to the extent that such document has been filed electronically with the Securities and Exchange Commission and is available on the web site operated by the Securities and Exchange Commission on or before the date that such document is required to be delivered pursuant to such clause.

(c)  Corporate Existence.  Subject to Section 5.02(b), preserve and keep, and will cause each of its Subsidiaries to preserve and keep, its corporate existence, rights, franchises and licenses in full force and effect, provided, however, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of any Subsidiary, or permit the termination or abandonment of any right, franchise or license if, in the good faith judgment of the appropriate officer or officers of the Company, such termination or abandonment is not materially disadvantageous to the Company and is not materially disadvantageous to the Banks or the holders of the Notes.

(d)  Insurance.  Maintain, and cause each of its Subsidiaries to maintain, insurance with sound and reputable insurers covering all such properties and risks as are customarily insured by, and in amounts not less than those customarily carried by, corporations engaged in similar businesses and similarly situated.

(e)  Properties.  Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, in all material respects its properties which are deemed by the Company or such Subsidiary to be necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted.

(f)  Business.  Without prohibiting the Company from making acquisitions or divestitures permitted under Section 5.02(b), remain in the same businesses, similar businesses or other manufacturing or service businesses reasonably related thereto, taken as a whole, as are carried on at the date of this Agreement.

(g)  Use of Proceeds.  Use the proceeds of the Advances made under this Agreement only for general corporate purposes, including, without limitation, repaying at maturity the principal of and accrued interest on commercial paper issued by the Company or on loan notes or other instruments similar to commercial paper issued by the Company and the repayment of other indebtedness and acquisitions.

SECTION 5.02.  Negative Covenants.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will not, without the written consent of the Majority Banks:

(a)  Liens, Etc.  Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance (“Lien”) upon or with respect to any of its properties (other than Margin Stock), whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, in each case to secure any Debt of any Person or entity, other than (i) Liens securing Debt which in the aggregate does not exceed $50,000,000 or (ii) Liens granted by any Consolidated Subsidiary as security for any Debt owing to the Company or to a Wholly-Owned Consolidated Subsidiary.

(b)  Consolidations, Mergers and Sales of Assets.  Consolidate with or merge with or into any other Person or sell, lease or otherwise transfer all or a majority of its assets (other than Margin Stock) to any other Person or permit any Significant Subsidiary to consolidate with, merge into or sell, lease or otherwise transfer all or a majority of its assets to any Person other than the Company or a Wholly-Owned Consolidated Subsidiary except:

(i)  the Company may merge or consolidate with any other corporation so long as the Company is the surviving corporation in such transaction and immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default;

(ii)  the Company may merge into any corporation solely for the purpose of redomiciling so long as the surviving corporation in such transaction expressly assumes all of the obligations of the Company under this Agreement, under its Notes and under the letter agreement referred to in Section 2.04(c) and immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default; and

(iii)  any Significant Subsidiary may consolidate or merge with or sell, lease or otherwise transfer all or more than a majority of its assets to any other Person so long as immediately after consummation of such transaction no event has occurred and is continuing which constitutes an Event of Default or Default.

(c)  Use of Proceeds for Securities Purchases.  Use any proceeds of any Advance to acquire any security in any transaction which is subject to Section 13(d), 13(g) or 14(d) of the Exchange Act except to the extent such transaction complies with such Act and the rules and regulations thereunder.

SECTION 5.03.  Financial Covenant.  So long as any Note shall remain unpaid or any Bank shall have any Commitment hereunder, the Company will not, without the written consent of the Majority Banks, create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Debt, if, immediately after giving effect to such Debt and the receipt and application of any proceeds thereof, the ratio of Total Debt to Capitalization exceeds 0.55 to 1.00.

ARTICLE VI
EVENTS OF DEFAULT

SECTION 6.01.  Events of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:

(a)  The Company shall fail to pay any principal of any Note, or of any Advance not evidenced by a Note, when due; or

(b)  The Company shall fail to pay any fee under this Agreement or any interest on any Note (or on any Advance not evidenced by a Note) within ten days after the due date thereof; or

(c)  Any written representation or warranty made by the Company herein or in connection with this Agreement shall prove to have been incorrect in any material respect when made; provided that if any such representation or warranty shall have been incorrect through inadvertence or oversight, no Event of Default shall occur if such representation or warranty shall be made correct within 30 days after the Company shall have discovered the error; or

(d)  The Company shall fail to perform or observe any of the covenants contained in Section 5.02 (other than with respect to any involuntary Lien for purposes of Section 5.02(a)) or Section 5.03 (with respect to the creation or existence of Debt and a Total Debt to Capitalization ratio that is equal to or greater than 0.60 to 1.00); or the Company shall fail to perform or observe any other term, covenant (including Section 5.02(a) with respect to any involuntary Lien and Section 5.03 with respect to the creation or existence of Debt and a Total Debt to Capitalization Ratio that is greater than 0.55 to 1.00 but less than 0.60 to 1.00) or agreement contained in this Agreement, other than in (a) or (b) above, on its part to be performed or observed and such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Agent or any Bank; or

(e)  The Company or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $20,000,000 (or its equivalent in any other currency) in the aggregate (but excluding Debt evidenced by the Notes or consisting of Advances not evidenced by the Notes) of the Company or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a prepayment required due to a voluntary sale or condemnation of collateral securing such Debt, or in the case of Debt which was Debt of an entity acquired by the Company or any of its Subsidiaries and which Debt was assumed by the Company or such Subsidiary as part of such acquisition, a prepayment required due to a sale or other transfer or condemnation of assets), prior to the stated maturity thereof; or

(f)  The Company or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property, and in the event of any such proceeding instituted against the Company or any of its Significant Subsidiaries, such proceeding shall remain undismissed or unstayed for a period of 60 days or shall result in the entry of an order for relief, the appointment of a trustee or receiver, or other result adverse to the Company or such Significant Subsidiary; or the Company or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g)  Any judgment or order for the payment of money (to the extent not covered by insurance under which the insurer has admitted its liability in writing) in excess of $10,000,000 (or its equivalent in any other currency) shall be rendered against the Company or any of its Subsidiaries and (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and there shall be any time at which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect or (ii) enforcement proceedings shall not have been commenced by any creditor upon such judgment or order and there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the obligation of each Bank to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Banks, by notice to the Company, declare the Notes, any Advances not evidenced by Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that in the event of an Event of Default described in Section 6.01(f), (A) the obligation of each Bank to make Advances shall automatically be terminated and (B) the Notes, any Advances not evidenced by Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

ARTICLE VII
THE AGENT

SECTION 7.01.  Authorization and Action.  On and as of the Closing Date, each Bank hereby appoints Citicorp as Agent and each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto.  As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.  The Agent agrees to give to each Bank prompt notice of each written notice given to it by the Company pursuant to the terms of this Agreement.

SECTION 7.02.  Agent’s Reliance, Etc.  Neither the Agent, nor any of its Affiliates, nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct.  Without limitation of the generality of the foregoing, the Agent:  (i) may treat the Bank that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Bank, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.08; (ii) may consult with legal counsel (including counsel for the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Company or to inspect the property (including the books and records) of the Company; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03.  Citicorp and Affiliates.  With respect to its Commitment the Advances made by it and the notes issued to it, Citicorp shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Agent; and the term “Bank” or “Banks” shall, unless otherwise expressly indicated, include Citicorp in its individual capacity.  Citicorp and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business with or own securities of the Company or any of its Subsidiaries all as if Citicorp were not the Agent and without any duty to account therefor to the Banks.

SECTION 7.04.  Bank Credit Decision.  Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05.  Indemnification.  The Banks agree to indemnify the Agent (to the extent not reimbursed by the Company), ratably according to the respective principal accounts of the Notes then held by each of them (or if no Notes are at the time outstanding or if any Notes are held by Persons which are not Banks, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconduct.  Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly on demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent are not reimbursed for such expenses by the Company.

SECTION 7.06.  Successor Agent.  The Agent may resign at any time by giving written notice thereof to the Banks and the Company and may be removed at any time with or without cause by the Majority Banks.  Upon any such resignation or removal, the Majority Banks shall have the right to appoint one of the Banks as the successor Agent.  If no successor Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint one of the Banks as its successor.  If none of the Banks will accept such an appointment, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which, in the case of a successor Agent, shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000.  Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.  The successor Agent shall immediately notify the Company of such appointment.  After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII
[Reserved]

ARTICLE IX
MISCELLANEOUS

SECTION 9.01.  Amendments, Etc.  No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Company therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following:  waive any of the conditions specified in Section 3.01 or 3.02; (ii) increase the Commitments of the Banks or subject the Banks to any additional obligations, (iii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (iv) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (v) change the percentage of the Commitments, or of the aggregate unpaid principal amount of the Notes, which shall be required for the Banks or any of the Banks to take any action hereunder or (vi) amend this Section 9.01; (b) after a Change of Control has occurred, no amendment, waiver or consent shall be effective with respect to Section 5.03 unless the same shall be in writing and signed by Banks holding at least 65% of the then aggregate unpaid principal amount of the Advances held by Banks, or, if no such principal amount is then outstanding, Banks having at least 65% of the Commitments; and (c) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement;

SECTION 1.01.  SECTION 9.02.  Notices, Etc.  All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered,

(i)  if to the Company, at its address at Ecolab Center, St. Paul, Minnesota 55102, Attention: Treasurer, Telecopier No. 612-293-2401, with a copy to the Company at the same address, Attention: General Counsel;

(ii)  if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto or specified in the Assignment and Acceptance pursuant to which it became a party hereto; and

(iii)  if to the Agent, at its address at Bank Loan Syndications, Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention:  Lisa Rodriguez, Telecopier No. 302-894-6120, with a copy to Citicorp Securities, Inc., 233 South Wacker Drive, Chicago, Illinois  60606, Attention:  Lesley Noer, Telecopier No. 312-876-3288;

or, as to the Company, the Agent or any Bank, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent.  All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to Article II or VII shall not be effective until received by the Agent.

SECTION 9.03.  No Waiver; Remedies.  No failure on the part of any Bank or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04.  Costs and Expenses.  (a)  The Company agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out–of–pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to rights and responsibilities under this Agreement, and all costs and expenses, if any, of the Agent and the Banks (including, without limitation, reasonable counsel fees and expenses, which may be allocated costs of counsel who are employees of any Bank) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 9.04(a).

(b)  If any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of acceleration of the maturity of the Notes and Advances not evidenced by the Notes pursuant to Section 6.01, a voluntary prepayment pursuant to Section 2.11(a) or for any other reason, the Company shall, upon demand by any Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss, cost or expense reasonably incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance.  Such Bank’s demand shall set forth the reasonable basis for calculation of such loss, cost or expense.

SECTION 9.05.  Right of Set-off.  Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making by the Majority Banks of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any and all of the obligations of the Company now or hereafter existing under this Agreement and the Notes held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or any such Note and although such obligations may be unmatured.  Each Bank agrees promptly to notify the Company after any such set–off and application made by such Bank, provided that the failure to give such notice shall not affect the validity of such set–off and application.  The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set–off) which such Bank may have.

SECTION 9.06.  [Reserved].

SECTION 9.07.  Binding Effect.  This Agreement shall become effective when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Company, the Agent and each Bank and their respective successors and assigns, except that the Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Banks.

SECTION 9.08.  Assignments and Participations.

(a)  Each Bank may, upon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000 unless the Company and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,000; and provided, further, that, notwithstanding the foregoing, each Bank may, without the consent of the Company and without the payment of the processing and recordation fee, assign to one or more Affiliates of such Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it).  Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

(b)  By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

(c)  The Agent shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Advances owing to, each Bank from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Company or any Bank at any reasonable time and from time to time upon reasonable prior notice.

(d)  Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee representing that it is an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company.

(e)  Each Bank may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note and the maker of any Advance for all purposes of this Agreement, (iv) the Company, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and (v) any agreement between such Bank and any participant in connection with such participating interest shall not restrict such Bank’s right to agree to any amendment or waiver of any provision of this Agreement, or any consent to any departure by the Company therefrom, except (to the extent such participant would be affected thereby) a reduction of the principal of, or interest on, any Advance or postponement of any date fixed for payment thereof.

(f)  Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.08, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Company furnished to such Bank by or on behalf of the Company; provided that, prior to any such disclosure of non-public information, such Bank shall have obtained the Company’s consent (which consent shall not be unreasonably withheld or delayed) and, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Company received by it from such Bank.

(g)  Notwithstanding any other provisions set forth in this Agreement, any Bank at any time may assign, as collateral or otherwise, any of its rights (including, without limitation, rights to payments of principal of and/or interest on the Advances) under this Agreement to any Federal Reserve Bank without notice to or consent of the Company, any other Bank or the Agent.

SECTION 9.09.  Consent to Jurisdiction.  (a)  The Company hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or in such Federal court.  The Company hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The Company consents to the service of process in any such action or proceeding by the mailing or delivery of a copy of such process to the Company at its address specified in Section 9.02.  The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)  Nothing in this Section 9.09 shall affect the right of the Agent or any Bank to serve legal process in any other manner permitted by law or affect the right of the Agent or any Bank to bring any action or proceeding against the Company or its property in the courts of any other jurisdictions.

SECTION 9.10.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.11.  Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

SECTION 9.12.  Indemnification.  The Company agrees to indemnify and hold harmless the Agent, each Bank and each of their affiliates and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from and against any and all claims, damages, liabilities and expenses (including, without limitation, fees and disbursements of counsel) which may be incurred by or asserted against any Indemnified Party in connection with or arising out of any investigation, litigation or proceeding related to the Advances, the Notes, this Agreement, any of the transactions contemplated hereby, or the use of the proceeds of the Borrowings by the Company, whether or not such Indemnified Party is a party thereto, provided, however, that the Company shall not be liable for any portion of such claims, damages, liabilities and expenses of an Indemnified Party resulting from such Indemnified Party’s gross negligence or willful misconduct or for such claims and liabilities settled without the consent of the Company.  Each Bank agrees to give the Company prompt written notice of any investigation, litigation or proceeding which may lead to a claim for indemnification under this Section, provided that the failure to give such notice shall not affect the validity or enforceability of the indemnification hereunder.

SECTION 9.13.  Confidentiality.  Each Bank hereby agrees that it will use reasonable efforts to keep confidential any information from time to time supplied to it by the Company under Section 5.01(b) or otherwise in connection with this Agreement, which the Company designates in writing at the time of its delivery to the Bank is to be treated confidentially; provided, however, that nothing herein shall affect the disclosure of any such information to:  (i) the extent required by statute, rule, regulation or judicial process; (ii) counsel for any Bank or the Agent or to their respective accountants; (iii) bank examiners and auditors; (iv) the Agent, any other Bank, or, subject to the provisions of Section 9.08(f), any transferee or prospective transferee of any Note; or (v) any other Person in connection with any litigation to which any one or more of the Banks is a party; provided further, however, that each Bank hereby agrees that it will use reasonable efforts to promptly notify the Company of any request for information under this subpart (v) or with respect to any request for information not enumerated in this Section 9.13.

SECTION 9.14.  Non-Reliance by the Banks.  Each Bank by its signature to this Agreement represents and warrants that (i) it has not relied in the extension of the credit contemplated by this Agreement, nor will it rely in the maintenance thereof, upon any assets of the Company or its Subsidiaries consisting of Margin Stock as collateral and (ii) after reviewing the financial statements of the Company and its Subsidiaries referred to in Section 4.01(e), such Bank has concluded therefrom that the consolidated cash flow of the Company and its Subsidiaries is sufficient to support the credit extended to the Company pursuant to this Agreement.

SECTION 9.15.  No Indirect Security.  Notwithstanding any Section or provision of this Agreement to the contrary, nothing in this Agreement shall (i) restrict or limit the right or ability of the Company or any of its Subsidiaries to pledge, mortgage, sell, assign, or otherwise encumber or dispose of any Margin Stock, or (ii) create an Event of Default arising out of or relating to any such pledge, mortgage, sale, assignment or other encumbrance or disposition.

SECTION 9.16.  Waiver of Jury Trial.  EACH OF THE COMPANY, THE AGENT, AND EACH OF THE BANKS IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY NOTE.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ECOLAB INC.
By:	/s/ Dan Schmechel
	Vice President and Treasurer
CITICORP USA, INC., as Administrative Agent
By:	/s/ Emily Rosenstock
	Managing Director

Banks

Commitment

$89,375,000	CITICORP USA, INC.
	By:	/s/ Emily Rosenstock
		Name: Emily Rosenstock
		Title: Managing Director

$89,375,000	JPMORGAN CHASE BANK
	By:	/s/ Robert A. Krasnow
		Name: Robert A. Krasnow
		Title: Vice President

$55,000,000	CREDIT SUISSE FIRST BOSTON
	By:	/s/ David W. Kratovil
		Name: David W. Kratovil
		Title: Director
	By:	/s/ Jay Chall
		Name: Jay Chall
		Title: Director

$13,750,000	BANK ONE, NA (Main Office Chicago)
	By:	/s/ Jenny A. Gilpin
		Name: Jenny A. Gilpin
		Title: Director, Capital Markets

$13,750,000	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Allison S. Gelfman
		Name: Allison S. Gelfman
		Title: Vice President
	By:	/s/ Mark H. Halldorson
		Name: Mark H. Halldorson
		Title: Assistant Vice President

$13,750,000	WACHOVIA BANK, N.A.
	By:	/s/ Tera C. Cox
		Name: Tera C. Cox
		Title: Vice President

$275,000,000                     Total of the Commitments

EXHIBIT A

FORM OF NOTE

Dated:           , 20__

FOR VALUE RECEIVED, the undersigned, ECOLAB INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of                 (the “Bank”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the Advances (as defined in the Credit Agreement referred to below) made by the Bank to the Borrower pursuant to the Credit Agreement, payment thereof to be made on the Termination Date (as defined in the Credit Agreement).

The Borrower promises to pay interest on the unpaid principal amount of each A Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Advance are payable in lawful money of the United States of America to the Agent (as defined below) at the office of Citibank, N.A. at 399 Park Avenue, New York, New York 10043, United States of America, in same day funds.  Each Advance made by the Bank to the Borrower pursuant to the Credit Agreement, and all payments made on account of the principal amount thereof, shall be recorded by the Bank and, prior to any transfer hereof, endorsed on the grid attached hereto which is a part of this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement (180 Day Facility) dated as of December 7, 2001 (as the same may be hereafter amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Ecolab Inc., the Bank and certain other banks parties thereto, and Citicorp USA, Inc., as administrative agent (the “Agent”) for the Bank and such other banks.  The Credit Agreement, among other things, (i) provides for the making of “Advances” by the Bank to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Bank’s Commitment (as defined in the Credit Agreement), the indebtedness of the Borrower resulting from each such Advance made to the Borrower by the Bank being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind.  No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

ECOLAB INC.

By:                                                                                                         
Title:

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of  Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

EXHIBIT B

NOTICE OF BORROWING

[Date]

Citicorp USA, Inc., as Administrative Agent

Bank Loan Syndications

Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Lisa Rodriguez

Citicorp Securities, Inc.

233 South Wacker Drive

Chicago, Illinois 60606

Attention:  Lesley Noer

Ladies and Gentlemen:

The undersigned, Ecolab Inc. (the “Company”), refers to the Credit Agreement (180 Day Facility), dated as of December 7, 2001 (the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Banks parties thereto, and Citicorp USA, Inc., as administrative agent for said Banks (the “Agent”).  The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

(i)  The Business Day of the Proposed Borrowing is            , 20   .

(ii)  The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

(iii)  The aggregate amount of the Proposed Borrowing is            .

[(vi) The Interest Period for each Advance made as part of the Proposed Borrowing is [   days] [   months].¹

¹               To be included for a Proposed Borrowing comprised of Eurodollar Rate Advances.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A)  The representations and warranties contained in subsections (a) - (i) and (k) - (n) of Section 4.01 of the Credit Agreement are correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(B)  No event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or Default.

(C)           The Credit Ratings of the Company are as follows:  S&P _________ and Moody’s ________.

Very truly yours,

ECOLAB INC.

By:

Title:

EXHIBIT C

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated          , 20__

Reference is made to the Credit Agreement (180 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc., a Delaware corporation (the “Company”), the Banks (as defined in the Credit Agreement) and Citicorp USA, Inc., as administrative agent for the Banks (the “Agent”).  Terms defined in the Credit Agreement are used herein with the same meaning.

(the “Assignor”) and               (the “Assignee”) agree as follows:

1.  The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a    %² interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date (as defined below) (including, without limitation, such percentage interest in (i) the Assignor’s Commitment, which (after giving effect to any other assignments thereof made prior to the Effective Date, whether or not such assignments have been effective, but without giving effect to any other assignments thereof also made on the Effective Date) is $          , (ii) the aggregate outstanding principal amount of Advances owing to the Assignor on the Effective Date, which (after giving effect to any other assignments thereof made prior to the date hereof, whether or not such assignments have been effective, but without giving effect to any other assignments thereof also made on the Effective Date) is $          , and (iii) the Note held by the Assignor).

²               Specify percentage in no more than 4 decimal points.

2.  The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Company of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto and (iv) attaches the Note referred to in paragraph 1 above and requests that the Agent exchange such Note for [a new Note dated ______________, 20__ in the principal amount of $_________ payable to the order of the Assignee] [new Notes as follows: a Note dated ____________, 20__ in the principal amount of $_____________ payable to the order of the Assignee and a Note dated ____________, 20__ in the principal amount of $_____________ payable to the order of the Assignor].

3.  The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, are required to be performed by it as a Bank; [and] (vi) specifies as its Domestic Lending Office (and address for notices), and its Eurodollar Lending Office, the offices set forth beneath its name on the signature pages hereof [;and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States of America certifying the Assignee’s exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].³

³               If the Assignee is organized under the laws of a jurisdiction outside the United States.

4.  The effective date for this Assignment and Acceptance shall be            (the “Effective Date”).⁴  Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent.

⁴               See Section 9.08(a).  Such date shall be at least two Business Days after the execution of this Assignment and Acceptance.

5.  Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement, and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

6.  Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

7.  This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

		[NAME OF ASSIGNOR]
		By:
		Title:
		[NAME OF ASSIGNEE]
		By:
		Title:
		Domestic Lending Office (and address for notices):
			[Address]
		Eurodollar Lending Office:
			[Address]
Accepted this      day of             , 20__
	CITICORP USA, INC., as Agent
By:
Title:

EXHIBIT D

FORM OF OPINION OF

GENERAL COUNSEL OF THE COMPANY

[Date]

To each of the Banks parties

to the Credit Agreement referred to

below and Citicorp USA, Inc., as Agent

Re:  Ecolab Inc.

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 3.01(e) of the Credit Agreement (180 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc. (the “Company”), the banks parties thereto (the “Banks”), and Citicorp USA, Inc., as Agent for the Banks.  Terms defined in the Credit Agreement are used herein as so defined.

As Senior Vice President-Law and General Counsel of the Company, I am familiar with the corporate history and organization of the Company and its Subsidiaries and the proceedings relating to the authorization, preparation, execution and delivery of the Credit Agreement.

In that connection, I have examined:

(1)	The Credit Agreement.
(2)	The documents furnished by the Company pursuant to Article III of the Credit Agreement.
(3)	The Restated Certificate of Incorporation of the Company and all amendments thereto (the “Charter”).
(4)	The By-Laws of the Company and all amendments thereto (the “By-Laws”).
(5)	A certificate of the Secretary of State of Delaware, dated ____________, 2001, attesting to  the continued corporate existence and good standing of the Company in that State.

In addition, I have examined the originals, or copies certified to my satisfaction, of such other corporate records of the Company, certificates of public officials and of officers of the Company, and agreements instruments and other documents as I have deemed necessary as a basis for the opinions with respect to the Company expressed below.

As to questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon certificates of the Company or its officers or of public officials.  I have assumed the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Banks and the Agent.

Based upon the foregoing and upon such investigation as I have deemed necessary, I am of the following opinion:

(1)           The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(2)           The execution, delivery and performance by the Company of the Credit Agreement and the Notes are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and will not conflict with, contravene, violate or constitute a default under (i) the Charter or the By-Laws, (ii) any law, rule or regulation, (iii) any material contractual restriction binding on or, to the best of my knowledge, affecting the Company or to which any of its property may be subject, (iv) to the best of my knowledge, any judicial or administrative order or decree of any governmental authority, or (v) to the best of my knowledge, any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority.  The Credit Agreement and the Notes have been duly executed and delivered on behalf of the Company.

(3)           No authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Credit Agreement or the Notes or the transactions contemplated thereby.

(4)           To the best of my knowledge, there are no pending actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is (in my best judgment) a reasonable possibility of an adverse decision which would affect (i) the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in my best judgment) a reasonable possibility that such decision would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof, or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement or any of the Notes.

(5)           To the best of my knowledge, the Company and its Subsidiaries are in compliance in all material respects with all environmental and hazardous waste laws, rules and regulations and neither the Company nor any of its Subsidiaries has been cited by any Federal, state or local governmental agency or other authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited would (in my best judgment) affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such noncompliance or being so cited would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof.

(6)           To the best of my knowledge, there are no pending or threatened actions, suits or proceedings against the Company or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority arising out of or relating to hazardous waste disposal or environmental compliance or asserting a claim for damages based upon the use or other application of any products of the Company or any of its Subsidiaries, in which there is (in my best judgment) a reasonable possibility of an adverse decision which would affect the business, consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries to the extent that there is (in my best judgment) a reasonable possibility that such decision would prevent the Company from repaying its obligations under the Credit Agreement and the Notes in accordance with the terms thereof.

The opinion set forth above is subject to the following qualifications:

(a)           In rendering this opinion, my examination of matters of law has been limited to the laws of the State of Minnesota, the General Corporation Law of the State of Delaware and United States federal law.  In addition, for purposes of my opinion in paragraphs (3) above, insofar as the Credit Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York, I assume that such laws conform with the laws of the State of Minnesota.

(b)           For purposes of my opinion in paragraph (2) above, “material contractual restriction” shall mean the restrictions in the contracts filed by the Company as exhibits to its reports and registration statements filed with the Securities and Exchange Commission, and, if not included among such exhibits, restrictions in contracts of the Company dealing with borrowed money.

I am aware that Skadden Arps Slate Meagher & Flom, special counsel for the Company, and Sidley Austin Brown & Wood will rely upon the opinion set forth herein in rendering their respective opinions furnished pursuant to Section 3.01(e) and (f) of the Credit Agreement.

Except as set forth in the foregoing paragraph, the opinion contained herein is for the sole benefit of the Agent, the Banks parties to the Credit Agreement and their respective successors and assigns, and may not be relied upon by any other person.

Very truly yours,

Lawrence T. Bell

EXHIBIT E

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE COMPANY

[Date]

To each of the Banks party

to the Credit Agreement referred

to below and Citicorp USA, Inc., as

Agent

Re:Ecolab Inc.

Ladies and Gentlemen:

We have acted as special counsel to Ecolab Inc., a Delaware corporation (the “Company”), in connection with the preparation, execution and delivery of that certain Credit Agreement (180 Day Facility), dated as of December 7, 2001 (the "Credit Agreement"), among the Company, the financial institutions party thereto (the “Banks”) and Citicorp USA, Inc., as administrative agent (the “Agent”).  This opinion is being delivered pursuant to Section 3.01(e) of the Credit Agreement.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement.

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following:

(i)  the Credit Agreement;

(ii)  the Notes, each dated the date hereof, executed by the Company;

(iii)  a certificate executed by Ken Iverson, Vice President and Secretary of the Company, dated the date hereof, a copy of which is attached hereto as Exhibit A (the "Opinion Certificate"); and

(iv)  such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

The documents identified in clauses (i) and (ii) above shall hereinaf­ter be referred to herein as the "Loan Documents."  "Applicable Laws" means those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Loan Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation.

In our examination we have assumed the genuineness of all signa­tures including endorsements, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, certified or photostatic copies, and the authenticity of the originals of such copies.  As to any facts material to this opinion (and in the case of public officials, legal conclusions as well) which we did not independently establish or verify, we have relied upon statements and represen­tations of each of the Company and its officers and other representatives and of public officials, including the facts and conclusions set forth in the Opinion Certificate.

We express no opinion as to the laws of any jurisdiction other than (i) the Applicable Laws of the State of New York and (ii) the Applicable Laws of the United States of America to the extent specifically referred to herein.  We have relied, with your consent, as to matters of the laws of the State of New York on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated the date hereof and addressed to us.

Based upon the foregoing and subject to the limitations, qualifica­tions, exceptions and assumptions set forth herein, we are of the opinion that:

1.  Each of the Loan Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms under the laws of the State of New York.

2.  Neither the execution, delivery or performance by the Company of the Loan Documents, nor the compliance by the Company with the terms and provisions thereof, will contravene any provision of any Applicable Law of the State of New York or any Applicable Law of the United States of America.

Our opinions are subject to the following assumptions and qualifications:

(a)  enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b)  we express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party (other than the Company to the extent expressly set forth herein) to the Loan Documents with any state, federal or other laws or regulations applicable to any of them or (ii) the legal or regulatory status or the nature of the business of the Agent or any Bank;

(c)  we express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Loan Documents that are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation);

(d)  we express no opinion on the enforceability of any provision in a Loan Document purporting to prohibit, restrict or condition the assignment of such Loan Document  to the extent such restriction on assignability is governed by Sections 9-406 through 9-409 of the Uniform Commercial Code;

(e)  we have assumed that each of the Loan Documents constitutes the valid and binding obligation of each party thereto (other than the Company), enforceable against each such other party thereto in accordance with its terms;

(f)  we express no opinion with respect to any provision of any Loan Document to the extent it authorizes or permits any purchaser of a participation interest to set-off or apply any deposit, property or indebtedness with respect to any participation interest; and

(g)  we express no opinion with respect to the enforceability of the last sentence of Section 9.09(a) of the Credit Agreement and we express no opinion as to the effect of any such provision on the opinions expressed herein.

In rendering the foregoing opinions, we have also assumed, with your consent, that:

(a)  the Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware;

(b)  the Company has the requisite power and authority to execute, deliver and perform all of its obligations under each of the Loan Documents and the execution and delivery by the Company of each of the Loan Documents and the consummation by the Company of the transactions contem­plated thereby have been duly authorized by all requisite action on the part of the Company; each of the Loan Documents has been duly authorized, executed and delivered by the Company;

(c)  the execution and delivery by the Company of the Loan Documents, and the performance of each of its obligations thereunder, do not and will not conflict with, contravene, violate or constitute a default under (i) the Certificate of Incorporation or By-Laws of the Company, (ii) any rule, law or regulation to which the Company is subject (other than Applicable Laws of the State of New York and Applicable Laws of the United States of America as to which we express our opinion in paragraph 2 herein), (iii) any lease, indenture, instrument or other agreement to which the Company or its property is subject or (iv) any judicial or administrative order or decree of any governmental authority; and

(d)  no authorization, consent or other approval of, notice to or filing with any court, governmental authority or regulatory body is required to authorize or is required in connection with the execution, delivery or performance by the Company of the Loan Documents or the transactions contemplated thereby.

We understand that you are separately receiving an opinion with respect to certain of the foregoing assumptions from Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company (the “Corporate Counsel Opinion”).  Our opinions herein stated are based on the assumptions specified above, and we express no opinion as to the effect on the opinions herein stated of the qualifica­tions contained in the Corporate Counsel Opinion.

This opinion is being furnished only to you in connection with the Loan Documents and is solely for your benefit and for the benefit of any Person that shall become a Bank under the Credit Agreement after the date hereof and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other Person for any purpose without our prior written consent.

                                                Very truly yours,

EXHIBIT F

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE AGENT

[Date]

To each of the Banks parties to

the Credit Agreement referred to

below and Citicorp USA, Inc., as Agent

Re:          Ecolab Inc.

Ladies and Gentlemen:

We have acted as special counsel for Citicorp USA, Inc., as agent (the “Agent”), in connection with the execution and delivery of the Credit Agreement (180 Day Facility) dated as of December 7, 2001 (the “Credit Agreement”), among Ecolab Inc. (the “Company”), the Banks listed on the signature pages thereof, and Citicorp USA, Inc., as Agent for the Banks.  This opinion is furnished to you pursuant to Section 3.01(f) of the Credit Agreement.  Terms defined in the Credit Agreement are used herein as so defined.

In connection herewith we have examined the following documents: (1) the Credit Agreement and (2) the documents furnished by the Company pursuant to Section 3.01 of the Credit Agreement and listed on Schedule I hereto, including, without limitation, the opinion of Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company, and the opinion of Skadden Arps Slater Meagher & Flom, special counsel for the Company.

In our examination of the documents referred to above, we have assumed (i) the authenticity of all such documents submitted to us as originals, the conformity to authentic originals of all such documents submitted to us as copies, the genuineness of all signatures and the due authority of the parties executing such documents; (ii) that each of the Banks and the Agent has duly executed and delivered the Credit Agreement with all necessary power and authority (corporate and otherwise); (iii) that the Company has duly executed and delivered the Credit Agreement and the Notes with all necessary power and authority (corporate and otherwise); and (iv) that the Credit Agreement is the legal, valid and binding obligation of each party thereto other than the Company, enforceable against each such party thereto in accordance with its terms.  To the extent that our opinion expressed below involves conclusions as to the matters set forth in paragraphs 1, 2 and 3 of the above-mentioned opinion of Lawrence T. Bell, we have assumed without independent investigation the correctness of the opinions set forth therein, our opinion being subject to the assumptions, qualifications and limitations set forth in such opinion[s] with respect thereto.

Based upon the foregoing and upon such other investigation as we have deemed necessary, we are of the opinion that (i) the Credit Agreement and the Notes are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and (ii) the documents listed on Schedule I are substantially responsive to the requirements of Section 3.01 of the Credit Agreement.

Our opinion above is subject to the following qualifications and limitations:

(a)  Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the effect of general equitable principles, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (whether considered in a proceeding in equity or at law) and the availability of the remedy of specific performance.

(b)  We express no opinion as to the effect on the opinion expressed herein of (i) the compliance or noncompliance by the Agent or any of the Banks with any state, federal or other laws or regulations applicable to it or (b) the legal or regulatory status or the nature of the business of the Agent or the Banks.

(c)  We express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Credit Agreement which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation).

(d)  Our opinion is limited to the laws of the State of New York, and we do not express any opinion herein concerning any other law.

(e)  This opinion speaks as of the date hereof, and we assume no obligation to supplement the foregoing opinion if any applicable laws change after the date hereof or if we become aware of any facts which might change such opinion after the date hereof.

This opinion is furnished by us, as special counsel for the Agent, to the Agent and the several Banks listed on the signature pages of the Credit Agreement solely for the benefit of the Agent and such Banks and their respective successors and assigns and may not be used, quoted or relied upon by any other Person.

Very truly yours,

SCHEDULE I

Documents Furnished
Pursuant to Section 3.01
of the Credit Agreement

1.     The Notes dated December 7, 2001, executed by the Company and payable to the order of the Banks, respectively.

2.     A certificate dated December 7, 2001, of Kenneth A. Iverson, Vice President and Secretary of the Company, certifying (i) the resolutions of the Board of Directors of the Company approving the Credit Agreement and the Notes, and (ii) the names and true signatures of the officers of the Company authorized to sign the Credit Agreement, the Notes and the other documents to be delivered in connection with the Credit Agreement.

3.     A certificate dated December 7, 2001, of Daniel J. Schmechel, Vice President and Treasurer of the Company, certifying as to no material adverse change since December 31, 2000.

4.     An opinion, dated December 7, 2001, of Lawrence T. Bell, Senior Vice President-Law and General Counsel of the Company.

5.     An opinion, dated December 7, 2001, of Skadden, Arps, Slate, Meagher & Flom, special counsel for the Company.

SCHEDULE I

Applicable Lending Offices and Notice Addresses

CITICORP USA, INC.

Notice Address:

Citicorp USA, Inc.
c/o Citicorp Securities, Inc.
500 West Madison Street
Chicago, Illinois 60661
Attn:  Ms. Lesley Noer
Telecopier No.: 312-627-3990

Domestic Lending Office and Eurodollar Lending Office:

Citicorp USA, Inc.
Bank Loan Syndications
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attn:  Ms. Lisa Rodriguez
Telecopier No.:  302-894-6120

JPMORGAN CHASE BANK

Notice Address:

JPMorgan Chase Bank
1 Chase Manhattan Plaza, 8th Floor
New York, New York  10081
Attn:  Vito Cipriano
Telecopier No.:  212/552-5662
Confirmation No.: 212/552-7402
E-mail:   Vito.S.Cipriano@Chase.com

Domestic Lending Office and Eurodollar Lending Office:

JPMorgan Chase Bank
270 Park Avenue
New York, New York  10017

WELLS FARGO BANK, NATIONAL ASSOCIATION

Notice Address and Domestic Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette – MAC N305-031
Minneapolis, MN 55479
Attn:  Ethel Philips
Telecopier No.:   612-667-4145
and to:  Allison Gelfman
Telecopier No.:  612-667-4145

Eurodollar Lending Office:

Wells Fargo Bank, National Association
Sixth & Marquette – MAC N305-031
Minneapolis, MN 55479
Attn:  Ethel Philips
Telecopier No.:   612-667-4145

CREDIT SUISSE FIRST BOSTON

Notice Address:

Credit Suisse First Boston
227 West Monroe Street - 40th Floor
Chicago, Illinois  60606
Attn:  T. Toulouse, Member of Senior Management
Telecopier No.:  312-630-0359
Telex No./Answerback:  4932176 CREDUI

Domestic Lending Office and Eurodollar Lending Office:

Credit Suisse First Boston
12 East 49th Street - 41st Floor
New York, New York  10017
Attn:  H. Leslie
Telecopier No.:  212-238-5246
Telex No./Answerback:  420149 CRESWIS
(With a copy to the Notice Address)

BANK ONE, NA

Notice Address:

Bank One, NA

Suite 0173, 14th Floor

1 Bank One Plaza

Chicago, Illinois  60670-0324

Attn:  Mr. J. Garland Smith, Managing Director

Telecopier No.:  312-732-1117

Domestic Lending Office and Eurodollar Lending Office:

Bank One, NA

Suite 0634, 10th Floor

1 Bank One Plaza

Chicago, Illinois  60670

Attn:  Ms. Carlene Hicks, Customer Service Officer

Telecopier No.:  312-732-4840

Telex No./Answerback:  4330253, FNBC UI or FNBC UT

WACHOVIA BANK, N.A.

Notice Address, Domestic Lending Office and Eurodollar Lending Office:

Wachovia Bank, N.A.
191 Peachtree Street
Mail Code 370
Atlanta, Georgia  30303
Attn:  Ms. Frances Whitington, Banking Officer (Credit Matters)
Ms. Teresa Howard (Operations/Administration)
Telecopier No.:	404-332-6898 (Credit Matters)
	404-332-1118 (Operations/Administration)