ecl_Ex4_5


		
			Exhibit 4.5
		

		
			 
		

		
			 
		

		
			Execution Version
		

		
			 






		

		
			 
		

		
			 
		

		
			$1,200,000,000
		

		
			 
		

		
			ECOLAB INC.
		

		
			 
		

		
			$500,000,000 3.250% Notes Due 2027
		

		
			$700,000,000 3.950% Notes Due 2047
		

		
			 
		

		
			REGISTRATION RIGHTS AGREEMENT
		

		
			 
		

		
			November 27, 2017
		

		
			 
		

		
			Citigroup Global Markets Inc.
		

		
			388 Greenwich Street
		

		
			New York, New York 10013
		

		
			 
		

		
			Credit Suisse Securities (USA) LLC
		

		
			Eleven Madison Avenue
		

		
			New York, New York 10010-3629
		

		
			 
		

		
			J.P. Morgan Securities LLC
		

		
			383 Madison Avenue
		

		
			New York, New York 10179
		

		
			 
		

		
			Merrill Lynch, Pierce, Fenner & Smith
		

		
			Incorporated
		

		
			One Bryant Park
		

		
			New York, New York 10036
		

		
			 
		

		
			MUFG Securities Americas Inc.
		

		
			1221 Avenue of the Americas, 6th Floor
		

		
			New York, New York 10020
		

		
			 
		

		
			Ladies and Gentlemen:
		

		
			 
		

		
			Ecolab Inc., a Delaware corporation (the “Company”), proposes to (i) issue and sell to Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives of the several initial purchasers (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated November 16, 2017 (the “Purchase Agreement”), $500,000,000 aggregate principal amount of its 3.250% Notes Due 2027 (the “2027 Securities”) and $325,000,000 aggregate principal amount of its 3.950% Notes Due 2047 (the “2047 New Money Securities”) and (ii) offer (the “Exchange Offer”) the opportunity for eligible holders to exchange its issued and outstanding 5.500% Notes due 2041 for up to $375,000,000 aggregate principal amount of its 3.950% Notes due 2047 (the “2047 Exchange Offer Securities” and, together with the 2047 New Money Securities, the “2047 Securities” and, collectively with the 2027 Securities, the “Initial Securities”) in an amount described in the offering memorandum prepared in connection with the Exchange Offer. The Initial Securities will be issued pursuant to an indenture, dated as of January 12, 2015 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), as amended by a seventh supplemental indenture, to be dated the date of first issuance of the 2027 Securities and the 2047 New Money Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. As an inducement to the Initial Purchasers and the dealer managers (the “Dealer Managers”) acting in connection with the Exchange Offer, the Company agrees with the Initial Purchasers and the Dealer Managers, for the benefit of the 


		 


 


holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:
		

		
			 
		

		
			1.     Registered Exchange Offer.
		

		
			 
		

		
			The Company shall, at its own cost, prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined below), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for (a) the 2027 Securities, a like aggregate principal amount of debt securities (the “2027 Exchange Securities”) and (b) the 2047 Securities, a like aggregate principal amount of debt securities (the “2047 Exchange Securities” and, together with the 2027 Exchange Securities, the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the applicable series of Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act within 270 days (or if the 270th day is not a business day, the first business day thereafter) (the “Registered Exchange Offer Effectiveness Deadline”) after the date of original issue of the 2027 Securities and the 2047 New Money Securities (the “Issue Date”) and shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) including the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).
		

		
			 
		

		
			If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered and not properly withdrawn in accordance with the terms of the Registered Exchange Offer.
		

		
			 
		

		
			Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer and use commercially reasonable efforts to complete the Registered Exchange Offer not later than 360 days after the Issue Date (or if such 360th day is not a business day, the next succeeding business day) (the “Registered Exchange Offer Completion Deadline”), it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange Initial Securities for the applicable series of Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act.
		

		
			 
		

		
			The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Procedures for Tendering” (or other appropriate) section and the “Purpose of Exchange Offer” (or other appropriate) section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.
		

		
			 
		

		
			The Company shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided,  


		 


		

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however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(i) below) and (ii) the Company shall use commercially reasonable efforts to make such prospectus, and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer.
		

		
			 
		

		
			If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds 2027 Securities or 2047 New Money Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for such 2027 Securities and 2047 New Money Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to such applicable 2027 Securities and 2047 New Money Securities (respectively, the “2027 Private Exchange Securities” and “2047 Private Exchange Securities” and, together, the “Private Exchange Securities”).  The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.
		

		
			 
		

		
			In connection with the Registered Exchange Offer, the Company shall:
		

		
			 
		

		
			a)      mail or deliver to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
		

		
			 
		

		
			b)      keep the Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed or delivered to the Holders;
		

		
			 
		

		
			c)      utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;
		

		
			 
		

		
			d)      permit Holders to withdraw tendered Initial Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and
		

		
			 
		

		
			e)      otherwise comply with all applicable laws.
		

		
			 
		

		
			As soon as reasonably practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:
		

		
			 
		

		
			x)      accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;
		

		
			 
		

		
			y)      deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and
		

		
			 
		

		
			z)      cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.
		

		
			 
		

		
			Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Initial Securities being exchanged by such Holder, and any Exchange Securities received by such Holder, have been or will be acquired in the ordinary course of business, (ii) such Holder is not engaged and does not intend to engage in and will have no arrangements or understanding with any person to participate in the distribution of the Initial Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not 


		 


		

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engaged in, and does not intend to engage in, a distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.
		

		
			 
		

		
			2.      Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer and would otherwise be required to effect a Registered Exchange Offer pursuant to Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the Registered Exchange Offer Completion Deadline, (iii) any Initial Purchaser so requests in writing with respect to the Initial Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer as a result of being held by such Initial Purchaser and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) notifies the Company prior to the 20th day following completion of the Registered Exchange Offer that it is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer (other than as a result of the status of any such Holder as an “affiliate” of the Company) or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following actions:
		

		
			 
		

		
			a)      The Company shall, at its cost, file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”) within 210 days after the date, if any on which the Company becomes obligated to file the Shelf Registration Statement (or if such 210th day is not a business day, the next succeeding business day) (the “Shelf Registration Effectiveness Deadline”) or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective Shelf Registration Statement for use by the Holders as a Shelf Registration Statement relating to the resales of the Initial Securities; provided,  however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Registration Rights Agreement (this “Agreement”) applicable to such Holder.
		

		
			 
		

		
			b)      The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(i) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have been distributed to the public pursuant to Rule 144 under the Securities Act (the “Shelf Registration Period”).
		

		
			3.      Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:
		

		
			 
		

		
			a)      The Company shall (i) furnish to each Initial Purchaser and Dealer Manager, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and reflect in each such document, when so filed with the Commission, such comments as any Initial Purchaser or Dealer Manager reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Procedures for Tendering” (or other appropriate) section and the “Purpose of Exchange Offer” (or other appropriate) section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer, in each case subject to any change, addition, deletion or moving of such disclosure requested by the staff of the Commission; (iii) if reasonably requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration 


		 


		

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Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”); and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d), the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders.
		

		
			b)      The Company shall give written notice to the Initial Purchasers, the Dealer Managers, the Holders and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):
		

		
			 
		

		
			(i)      when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;
		

		
			 
		

		
			(ii)      of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;
		

		
			 
		

		
			(iii)      of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405;
		

		
			 
		

		
			(iv)      of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and
		

		
			 
		

		
			(v)      of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.
		

		
			 
		

		
			c)      The Company shall use commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.
		

		
			 
		

		
			d)      If not otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System or similar system, upon the written request of a Holder included within the coverage of the Shelf Registration, the Company shall furnish to each such Holder, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement, thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.
		

		
			 
		

		
			e)   If not otherwise available on the Commission’s EDGAR System or similar system, upon the written request of any Holder, the Company shall deliver to each Exchanging Dealer, each Initial Purchaser and each Dealer Manager, and to any other Holder who so requests in writing, without charge, at least one 


		 


		

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copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).
		

		
			 
		

		
			f)   The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.
		

		
			 
		

		
			g)   The Company shall deliver to each Initial Purchaser, each Dealer Manager, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.
		

		
			h)   The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.
		

		
			 
		

		
			i)   Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall also promptly provide notice to the Initial Purchasers, the Holders and any known Participating Broker-Dealer of its determination (which determination shall have been made by the Company’s board of directors for a bona fide business purpose) to suspend the availability of a Registration Statement and the related prospectus because the continued effectiveness and use of such Registration Statement and prospectus included therein would require the disclosure of confidential information or interfere with any financing, acquisition, corporate reorganization or other material transaction or development involving the Issuer or any of its consolidated subsidiaries (it being understood that such notice may disclose only the existence of such determination and need not disclose the nature of the basis therefore, which may be kept confidential for such period as may reasonably be required for bona fide business reasons). If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus or notice that the use of such prospectus may be resumed, as applicable, pursuant to this Section 3(i). During the Shelf Registration Period, the Company will prior to the three‐year expiration of that Shelf Registration Statement file, and use commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of 


		 


		

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Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.
		

		
			 
		

		
			j)       Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities or the Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities or the Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.
		

		
			 
		

		
			k)      The Company will comply in all material respects with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration.
		

		
			 
		

		
			l)       The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.
		

		
			 
		

		
			m)     The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.
		

		
			n)      The Company will use commercially reasonable efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.
		

		
			o)      The Company shall use commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.
		

		
			 
		

		
			4.      Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Mayer Brown LLP, counsel for the Initial Purchasers and Dealer Managers, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Securities covered thereby to act as counsel for the Holders of the Initial Securities in connection therewith.
		

		
			 
		

		
			5.      Indemnification.
		

		
			 
		

		
			a)      The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer, and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Holder Indemnified Parties”) from and against any losses, claims, damages or liabilities (“Losses”), joint or several, or any actions in respect thereof (including, but not limited to, any Losses or actions relating to purchases and sales of the Securities) to which each Holder Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as Losses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in 


		 


		

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Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Holder Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses or action in respect thereof; provided,  however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder Indemnified Party and furnished to the Company by or on behalf of such Holder Indemnified Party specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such Losses purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Holder Indemnified Party under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder Indemnified Party results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further,  however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Holder Indemnified Party.
		

		
			 
		

		
			b)      Each Holder and each Participating Broker-Dealer, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and each officer who signed the Registration Statement and each other person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively, the “Company Indemnified Parties” and together with the Holder Indemnified Parties, the “Indemnified Parties”) from and against any Losses or any actions in respect thereof, to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder or Participating Broker-Dealer specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, any Company Indemnified Party for any legal or other expenses reasonably incurred by such Company Indemnified Party in connection with investigating or defending any Losses or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder or Participating Broker-Dealer may otherwise have to the Company or any of its controlling persons.
		

		
			 
		

		
			c)      Promptly after receipt by an Indemnified Party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under subsection (a) or (b) above. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who 


		 


		

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shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof. No indemnifying party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
		

		
			 
		

		
			d)      If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an Indemnified Party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such Indemnified Party as a result of the Losses (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the Indemnified Party on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and the Indemnified Party on the other in connection with the statements or omissions that resulted in such Losses (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the Indemnified Party, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an Indemnified Party as a result of the Losses referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 5(d), the Holders of the Securities or Participating Broker-Dealer shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders or Participating Broker-Dealers from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders or Participating Broker-Dealers have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
		

		
			 
		

		
			e)      The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.
		

		
			 
		

		
			6.      Additional Interest Under Certain Circumstances.
		

		
			a)      Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a “Registration Default”):
		

		
			 
		

		
			(i)       If neither the Registered Exchange Offer is completed by the Registered Exchange Offer Completion Deadline nor the Shelf Registration Statement has become effective by the Shelf Registration Effectiveness Deadline;
		

		
			 
		

		
			(ii)      If the Exchange Offer Registration Statement has become effective but ceases to be effective or usable prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within 365 days after the Issue Date (or if such 365th day is not a business day, the next succeeding business day)); or
		

		
			 
		

		
			


		 


		

			9

		





 



		

		
			(iii)     If the Shelf Registration Statement, if applicable, has been declared effective but ceases to be effective or usable for more than 120 days, whether or not consecutive, during any twelve-month period.
		

		
			 
		

		
			Additional Interest (in addition to stated interest on the Securities) shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to the applicable original rate. Any additional interest will be the exclusive remedy, monetary or otherwise, available to any Holder or affected New Notes with respect to any Registration Default. In no event shall the Company be obligated to pay Additional Interest for more than one Registration Default at any one time.
		

		
			 
		

		
			b)      A Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided,  however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
		

		
			 
		

		
			c)      Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any accrued and unpaid interest (including Additional Interest) on any of the Initial Securities shall, upon the issuance of an Exchange Security in exchange therefore, cease to be payable to the Holder thereof but such accrued and unpaid interest (including Additional Interest) shall be payable on the next interest payment date for such Exchange Security to the Holder thereof on the related record date. Any Additional Interest payable by the Company shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to Holders with respect to a Registration Default.
		

		
			 
		

		
			d)      “Transfer Restricted Securities” means each Security until (i) the date on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement and (iv) the earliest date that is no less than two years after the Issue Date and on which all such Securities (except for Securities held by an affiliate of the Company) are no longer subject to any restrictions on transfer under the Securities Act including those pursuant to Rule 144.
		

		
			 
		

		
			7.    Rules 144 and 144A. The Company shall, to the extent it is required to do so under the Exchange Act, use commercially reasonable efforts to file the reports required to be filed by it under the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Initial Securities, use commercially reasonable efforts to make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Initial Securities may reasonably request, all to the extent required from time to time to enable 


		 


		

			10

		





 


such Holder to sell Initial Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  Upon the request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
		

		
			 
		

		
			8.    Miscellaneous.
		

		
			 
		

		
			a)      Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.
		

		
			 
		

		
			b)      Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:
		

		
			 
		

		
			(i)    if to a Holder, at the most current address given by such Holder to the Company.
		

		
			 
		

		
			(ii)   if to the Initial Purchasers:
		

		
			 
		

		
			Citigroup Global Markets Inc.
		

		
			388 Greenwich Street
		

		
			New York, New York 10013
		

		
			Attention: General Counsel
		

		
			Facsimile: (646) 291-1469
		

		
			 
		

		
			Credit Suisse Securities (USA) LLC
		

		
			Eleven Madison Avenue
		

		
			New York, New York 10010-3629
		

		
			Attention: Transaction Advisory Group
		

		
			Facsimile: (212) 325-4296
		

		
			 
		

		
			J.P. Morgan Securities LLC
		

		
			383 Madison Avenue
		

		
			New York, New York 10179
		

		
			Attention: Investment Grade Syndicate Desk – 3rd Floor
		

		
			Facsimile: (212) 834-6081
		

		
			 
		

		
			Merrill Lynch, Pierce, Fenner & Smith
		

		
			Incorporated
		

		
			214 North Tryon Street, 14th Floor
		

		
			Charlotte, North Carolina 28255
		

		
			Attention: Liability Management Group
		

		
			Facsimile: (704) 719-8385
		

		
			 
		

		
			MUFG Securities Americas Inc.
		

		
			1221 Avenue of the Americas, 6th Floor
		

		
			New York, New York 10020
		

		
			Attention: Capital Markets Group
		

		
			Facsimile: (212) 405-7440
		

		
			 
		

		
			with a copy to:
		

		
			 
		

		
			Mayer Brown LLP
		

		
			71 S. Wacker Drive
		

		
			


		 


		

			11

		





 



		

		
			Chicago, Illinois 60606
		

		
			Fax No.: (312) 701-7711
		

		
			Attention: Edward S. Best
		

		
			 
		

		
			(iii) if to the Company:
		

		
			 
		

		
			Ecolab Inc.
		

		
			General Counsel
		

		
			1 Ecolab Place
		

		
			St. Paul, Minnesota 55102
		

		
			Attn: Legal Department.
		

		
			Facsimile: (651) 250-2573
		

		
			Attention: General Counsel
		

		
			 
		

		
			with a copy to:
		

		
			 
		

		
			Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Facsimile: (312) 407-0411
		

		
			Attention: Joseph Miron, Esq.
		

		
			 
		

		
			All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.
		

		
			 
		

		
			c)      No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.
		

		
			 
		

		
			d)      Successors and Assigns. This Agreement shall be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without need for an express assignment, subsequent Holders. If any transferee of any Holder shall acquire Securities in any manner, whether by operation of law or otherwise, such Holder shall be deemed to have agreed to be bound by and subject to all the terms of this Agreement, and by taking and holding such Securities such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.
		

		
			 
		

		
			e)      Counterparts. This Agreement may be executed in any number of counterparts and by the 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.
		

		
			 
		

		
			f)      Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
		

		
			 
		

		
			g)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
		

		
			 
		

		
			h)      Waiver of Jury Trial. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
		

		
			 
		

		
			i)      Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any 


		 


		

			12

		





 


such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
		

		
			 
		

		
			j)      Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
		

		
			 
		

		
			[Remainder of Page Intentionally Left Blank]
		

		
			 
		

		
			 
		

		
			


		 


		

			13

		





 



		

		
			If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.
		

		
			 
		

			
					
						 

					
					
						Very truly yours,

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ECOLAB INC.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Kristen Bettmann

				
	
					
						 

					
					
						 

					
					
						Name: Kristen Bettmann

				
	
					
						 

					
					
						 

					
					
						Title:    Assistant Treasurer

				



		
			 
		

		
			The foregoing Registration Rights Agreement is hereby confirmed
		

		
			and accepted as of the date first above written.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						CITIGROUP GLOBAL MA

					
						RKETS INC.

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ Adam D. Bordner

					
					
						 

				
	
					
						 

					
					
						Name: Adam D. Bordner

					
					
						 

				
	
					
						 

					
					
						Title:  Vice President

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						CREDIT SUISSE SECURITIES (USA) LLC

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ Sharon Harrison

					
					
						 

				
	
					
						 

					
					
						Name: Sharon Harrison

					
					
						 

				
	
					
						 

					
					
						Title:  Director

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						J.P. MORGAN SECURITIES LLC

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By: 

					
					
						/s/ Som Bhattacharyya

					
					
						 

				
	
					
						 

					
					
						Name: Som Bhattacharyya

					
					
						 

				
	
					
						 

					
					
						Title:  Executive Director

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						MERRILL LYNCH, PIERCE, FENNER & SMITH

					
					
						 

				
	
					
						INCORPORATED

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David Scott

					
					
						 

				
	
					
						 

					
					
						Name: David Scott

					
					
						 

				
	
					
						 

					
					
						Title:  Managing Director

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						MUFG SECURITIES AMERICAS INC.

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Brian Cogliandro

					
					
						 

				
	
					
						 

					
					
						Name: Brian Cogliandro

					
					
						 

				
	
					
						 

					
					
						Title:  Manager Director, Head of U.S. Syndicate

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[Signature Page to Registration Rights Agreement]

		





 



		

		
			ANNEX A
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			ANNEX B
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			ANNEX C
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			PLAN OF DISTRIBUTION
		

		
			 
		

		
			Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________________, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)
		

		
			 
		

		
			The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker‐dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
		

		
			 
		

		
			For a period of 90 days after the Expiration Date the Company will promptly send additional electronic copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		


		
			(1)In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			ANNEX D
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			☐             CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
		

		
			 
		

		
			Name: ____________________________________________
		

		
			Address: ___________________________________________
		

		
			___________________________________________
		

		
			 
		

		
			If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.