Ecolab Inc. Underwriting AgreementUnderwriting Agreement • July 8th, 2015 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Ecolab Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you (the “Lead Managers”) are acting as lead managers, €575,000,000 aggregate principal amount of the Company’s 2.625% Notes due 2025 (the “Securities”) to be issued under the Indenture, dated as of January 12, 2015, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by the Second Supplemental Indenture, to be dated as of July 8, 2015, among the Company, the Trustee and the other parties named therein (collectively, the “Indenture”). In connection with the issuance of the Securities, the Company will enter into a paying agency agreement (the “Paying Agency Agreement”), to be dated July 8, 2015, among the Company, the Trustee and Elavon Financial Services Limited, UK Branch, as paying agent (the “Paying Agent”). The Securities will be issued
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 8th, 2015 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of July 8, 2015, is among ECOLAB INC., a Delaware corporation (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), ELAVON FINANCIAL SERVICES LIMITED, UK BRANCH, having its Corporate Trust Office at 125 Old Broad Street, London EC2N 1AR, United Kingdom, as paying agent (hereinafter called the “Paying Agent”), and ELAVON FINANCIAL SERVICES LIMITED, having its Corporate Trust Office at Block E, Cherrywood Business Park, Loughlinstown, Dublin, Ireland, as security registrar and transfer agent (hereinafter called the “Security Registrar” and/or the “Transfer Agent”).
