EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2004 • Nalco Holding CO • Miscellaneous chemical products • Delaware
NALCO HOLDING COMPANY COMMON STOCK (PAR VALUE $0.01 PER SHARE)Underwriting Agreement • August 4th, 2005 • Nalco Holding CO • Miscellaneous chemical products • New York
OFStockholders' Agreement • October 25th, 2004 • Nalco Holding CO • Miscellaneous chemical products • Delaware
CONCERNINGRegistration Rights Agreement • November 18th, 2004 • Nalco Holding CO • Miscellaneous chemical products • Delaware
OFStockholders Agreement • November 18th, 2004 • Nalco Holding CO • Miscellaneous chemical products • Delaware
EXHIBIT 10.25 LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • August 26th, 2004 • Nalco Holding CO • Delaware
EXHIBIT 10.13 SEVERANCE AGREEMENTSeverance Agreement • March 24th, 2005 • Nalco Holding CO • Miscellaneous chemical products • Illinois
EXHIBIT 10.40 NALCO HOLDING COMPANY 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 24th, 2005 • Nalco Holding CO • Miscellaneous chemical products • New York
8 1/4% Senior Notes due 2017Indenture • May 15th, 2009 • Nalco Holding CO • Miscellaneous chemical products • New York
INDENTURE dated as of May 13, 2009 among NALCO COMPANY, a Delaware corporation (the “Company”), the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2010 Among NALCO COMPANY, NALCO HOLDINGS LLC, THE GUARANTORS NAMED HEREIN and GOLDMAN, SACHS & CO., As representative of the Dollar Initial Purchasers and GOLDMAN SACHS INTERNATIONAL, As...Registration Rights Agreement • December 27th, 2010 • Nalco Holding CO • Miscellaneous chemical products • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 21, 2010, among NALCO COMPANY, a Delaware corporation (the “Company”), NALCO HOLDINGS LLC, a Delaware limited liability company (“Holdings”) and the guarantors listed on the signature pages hereto, (each, a “Guarantor”, and together with Holdings, the “Guarantors”; the Company and the Guarantors are collectively referred to as the “Issuers”), GOLDMAN, SACHS & CO., as representative (the “Dollar Representative”) of the several initial purchasers (the “Dollar Initial Purchasers”) named on Schedule I(A) to the Purchase Agreement, and GOLDMAN SACHS INTERNATIONAL, as representative (the “Euro Representative”) of the several initial purchasers (the “Euro Initial Purchasers”, and together with the Dollar Initial Purchasers, the “Initial Purchasers”) named on Schedule I(B) to the Purchase Agreement (as defined below).
EXHIBIT 10.33 MANAGEMENT MEMBERS AGREEMENTManagement Members Agreement • March 24th, 2005 • Nalco Holding CO • Miscellaneous chemical products • Delaware
NALCO HOLDING COMPANY AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 12th, 2009 • Nalco Holding CO • Miscellaneous chemical products • New York
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
2005 -------------- Goldman, Sachs & Co., Citigroup Global Markets Inc., UBS Securities LLC, c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Re: Nalco Holding Company - Lock-Up Agreement Ladies and Gentlemen: The undersigned...Lock-Up Agreement • August 19th, 2005 • Nalco Holding CO • Miscellaneous chemical products
The undersigned understands that Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with Nalco LLC, a Delaware limited liability company (the "Selling Stockholder"), and Nalco Holding Company, a Delaware corporation (the "Company"), providing for a public offering of Common Stock, par value $0.01 per share, of the Company (the "Shares") pursuant to the Company's Registration Statement on Form S-1 (Reg. No. 333-126642) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC").
SEVERANCE AGREEMENTSeverance Agreement • January 6th, 2011 • Nalco Holding CO • Miscellaneous chemical products • Illinois
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
AMENDED SEVERANCE AGREEMENTSeverance Agreement • February 17th, 2011 • Nalco Holding CO • Miscellaneous chemical products • Illinois
AGREEMENT effective on February 14, 2011, between Nalco Company, (the “Company”) and Kathryn A. Mikells (“Executive”), and replacing the Severance Agreement dated January 1, 2011.
NALCO HOLDING COMPANY RESTRICTED SHARES GRANT AGREEMENT Steve M. TaylorRestricted Shares Grant Agreement • March 10th, 2009 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AGREEMENT, is made effective as of June 7, 2007 (the “Grant Date”) (the fifth business date of the month following the month of Mr. Taylor was promoted), between Nalco Holding Company (the “Company”) and Steve M. Taylor (the “Participant”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 14th, 2005 • Nalco Holding CO • Miscellaneous chemical products • New York
This AMENDMENT NO. 3 to CREDIT AGREEMENT, dated as of October 19, 2005 (this "Amendment"), is entered into among NALCO HOLDINGS LLC, a Delaware limited liability company ("Holdings"), NALCO COMPANY, a Delaware corporation (the "U.S. Borrower") and CITICORP NORTH AMERICA, INC., a Delaware corporation, in its capacity as administrative agent for the Lenders and as agent for the Secured Parties (in such capacity, the "Administrative Agent"), and amends the Credit Agreement dated as of November 4, 2003 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement") entered into among Holdings, the U.S. Borrower, the institutions from time to time party thereto as Lenders (the "Lenders"), the Administrative Agent, Bank of America, N.A., as Documentation Agent, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P. and UBS Securities LLC, as Co-Syndication Agents a
NON PLAN INDUCEMENT AWARDRestricted Stock Award Agreement • March 12th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois
THIS AGREEMENT (the “Agreement”), is made effective as of March 7, 2008 (the “Grant Date”), between Nalco Holding Company, a Delaware corporation (the “Company”), and J. Erik Fyrwald (“Fyrwald”).
Nalco Holding Company Common Stock (par value $0.01 per share) Underwriting AgreementUnderwriting Agreement • November 6th, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
The stockholders of Nalco Holding Company, a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. (the “Underwriter”) an aggregate of 20,000,000 shares (the “Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company.
MANAGEMENT MEMBERS AGREEMENTManagement Members Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • Delaware
This MANAGEMENT MEMBERS AGREEMENT (the ‘‘Agreement’’) dated as of June 11, 2004 by and among Nalco LLC (the ‘‘Company’’), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the ‘‘Management Members’’).
RECEIVABLES PURCHASE AGREEMENT Dated as of June 22, 2010 among NALCO COMPANY as Seller and NALCO RECEIVABLES II LLC as BuyerReceivables Purchase Agreement • June 28th, 2010 • Nalco Holding CO • Miscellaneous chemical products • New York
NALCO COMPANY, a Delaware corporation (“Nalco Company”), as seller (the “Seller”), and NALCO RECEIVABLES II LLC, a Delaware limited liability company, as buyer (the “Buyer”), agree as follows:
AMENDMENT NO. 3 TO THE RECEIVABLES TRANSFER AGREEMENTReceivables Transfer Agreement • November 14th, 2005 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AMENDMENT NO. 3 TO THE RECEIVABLES TRANSFER AGREEMENT (the "Amendment") is entered into as of September 30, 2005 by and among Nalco Receivables LLC, as transferor (the "Transferor"), Nalco Company ("NALCO" and together with the Transferor, the "Nalco Parties"), as Collection Agent, Park Avenue Receivables Company, LLC, as a CP Issuer and JPMorgan Chase Bank, N.A., as a Funding Agent, an APA Bank and as Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the RTA (defined below).
WARRANTWarrant Agreement • October 25th, 2004 • Nalco Holding CO • Miscellaneous chemical products • Delaware
NON-PLAN INDUCEMENT AWARDNonqualified Stock Option Agreement • March 12th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois
THIS AGREEMENT, is made effective as of March 7, 2008, between Nalco Holding Company, a Delaware corporation (the “Company”) and J. Erik Fyrwald (“Fyrwald”).
DEATH BENEFIT AGREEMENT William H. JoyceDeath Benefit Agreement • May 27th, 2005 • Nalco Holding CO • Miscellaneous chemical products • Illinois
THIS AGREEMENT, effective January 9, 2004, between Nalco Company (hereinafter "Nalco"), a corporation organized and existing under the laws of Delaware, and William H. Joyce (hereinafter "Executive").
MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004.Management Members Agreement • March 1st, 2007 • Nalco Holding CO • Miscellaneous chemical products • Delaware
This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).
BACKGROUNDSponsor Services Agreement • November 18th, 2004 • Nalco Holding CO • Miscellaneous chemical products • New York
RECEIVABLES TRANSFER AGREEMENT by and among NALCO RECEIVABLES II LLC, as Transferor, NALCO COMPANY, as Collection Agent, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK, as Administrative Agent and THE SEVERAL TRANSFEREES AND FUNDING AGENTS...Receivables Transfer Agreement • June 28th, 2010 • Nalco Holding CO • Miscellaneous chemical products • New York
RECEIVABLES TRANSFER AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), dated as of June 22, 2010, by and among NALCO RECEIVABLES II LLC, a Delaware limited liability company, as transferor (in such capacity, the “Transferor”), NALCO COMPANY, a Delaware corporation, as collection agent (in such capacity, the “Collection Agent”), ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company, and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, NEW YORK (CREDIT AGRICOLE CIB, NEW YORK), a branch of Credit Agricole Corporate and Investment Bank, a French banking corporation organized under the laws of France (“Credit Agricole”), as a Funding Agent, an APA Bank and administrative agent for the benefit of the Transferees (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AND CONSULTING AGREEMENTEmployment Agreement • November 2nd, 2007 • Nalco Holding CO • Miscellaneous chemical products • Illinois
EMPLOYMENT AND CONSULTING AGREEMENT (this “Agreement”), dated as of November 2, 2007 by and between Na1co Holding Company, a Delaware corporation (the “Company”), Nalco LLC, a Delaware limited liability company (“LLC”) and William H. Joyce (“Executive”).
NALCO HOLDING COMPANY AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 11th, 2010 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AGREEMENT, is made effective as of January 8, 2010 (the “Grant Date”), between Nalco Holding Company (the “Company”) and (the “Participant”).
SEPARATION AGREEMENTSeparation Agreement • March 1st, 2007 • Nalco Holding CO • Miscellaneous chemical products
This Separation Agreement is made this 14th day of July, 2006 between Nalco Company , for itself and on behalf of its affiliates (collectively the “Company” or “Nalco”) and Mark W. Irwin (“Mr. Irwin”).
SEPARATION AGREEMENTSeparation Agreement • March 1st, 2007 • Nalco Holding CO • Miscellaneous chemical products
This Separation Agreement is made this 30th day of June, 2006 between Nalco Company for itself and on behalf of its affiliates (collectively the “Company” or “Nalco”) and Philippe F. Creteur (“Mr. Creteur”).
NALCO HOLDING COMPANY 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AGREEMENT, is made effective as of February 15, 2006 (the ‘‘Grant Date’’), between Nalco Holding Company (the "Company"), Sanjeev Mehra (the "Participant") and The Goldman Sachs Group, Inc. (the "Holder").
SEVERANCE AGREEMENTSeverance Agreement • March 1st, 2007 • Nalco Holding CO • Miscellaneous chemical products • Illinois
WHEREAS, Executive has been offered the opportunity to enter into certain equity and option agreements relating to the Company; and
AGREEMENT AND PLAN OF MERGER AMONG ECOLAB INC., SUSTAINABILITY PARTNERS CORPORATION AND NALCO HOLDING COMPANY DATED AS OF JULY 19, 2011Merger Agreement • July 20th, 2011 • Nalco Holding CO • Miscellaneous chemical products • Delaware
This AGREEMENT AND PLAN OF MERGER dated as of July 19, 2011 (this “Agreement”) is made and entered into among Ecolab Inc., a Delaware corporation (“Ecolab”), Sustainability Partners Corporation, a Delaware corporation and a direct, wholly-owned Subsidiary of Ecolab (“Merger Sub”), and Nalco Holding Company, a Delaware corporation (“Nalco”). Ecolab, Merger Sub and Nalco are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
