0001104659-01-503636 Sample Contracts

CREDIT AGREEMENT (364 Day Facility) Dated as of December 7, 2001 Among ECOLAB INC., THE BANKS NAMED HEREIN, CITICORP USA, INC. as Administrative Agent, as Documentation Agent and SALOMON SMITH BARNEY INC. and as Joint Lead Arrangers and Joint Bookrunners
Credit Agreement • December 12th, 2001 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

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:

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INTELLECTUAL PROPERTY AGREEMENT
Intellectual Property Agreement • December 12th, 2001 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics

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”).

SECOND AMENDED AND RESTATED STOCKHOLDER'S AGREEMENT
Stockholder's Agreement • December 12th, 2001 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware

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").

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