effect as if the signatures thereto
and hereto were upon the same instrument.
7.7
This Agreement is for the exclusive benefit of the parties hereto,
and their respective permitted successors and assigns hereunder, and shall not
be deemed to give any legal or equitable right, remedy or claim to any other
person whatsoever.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
Ecolab Inc., as Issuer
[
], as Dealer
By:
By:
Name:
Name:
Title:
Vice President and Treasurer
Title:
12
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of the
Agreement are none.
2.
The following Section 3.8 is hereby added to the Agreement:
Without limiting any obligation of the Issuer pursuant to this Agreement to
provide the Dealer with credit and financial information, the Issuer hereby
acknowledges and agrees that the Dealer may share the Company Information and
any other information or matters relating to the Issuer or the transactions
contemplated hereby with affiliates of the Dealer, including, but not limited
to, [Dealer's affiliated bank] and that such affiliates may likewise share
information relating to the Issuer or such transactions with the Dealer.
3.
The addresses of the respective parties for purposes of notices
under Section 7.1 are as follows:
For the Issuer:
Address:
370 N. Wabasha Street
St. Paul, Minnesota
55102
Attention:
[
],
Vice President and Treasurer
Telephone number:
(651) 293-2861
Fax number:
(651) 225-3416
For the Dealer:
Address:
Attention:
Telephone number:
Fax number:
13
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE ISSUER
AND THE NOTES, THAT IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND THAT IT IS EITHER (A) AN INSTITUTIONAL INVESTOR OR
HIGHLY SOPHISTICATED INDIVIDUAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN
THE MEANING OF RULE 501 (a) UNDER THE ACT AND WHICH, IN THE CASE OF AN
INDIVIDUAL, (i) POSSESSES SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING AND BEARING THE
ECONOMIC RISK OF AN INVESTMENT IN THE NOTES AND (ii) HAS A NET WORTH OF AT LEAST
$5 MILLION (AN "INSTITUTIONAL ACCREDITED INVESTOR" OR "SOPHISTICATED INDIVIDUAL
ACCREDITED INVESTOR", RESPECTIVELY) AND THAT EITHER IS PURCHASING NOTES FOR ITS
OWN ACCOUNT, IS A U.S. BANK (AS DEFINED IN SECTION 3 (a) (2) OF THE ACT) OR A
SAVINGS AND LOAN ASSOCIATION OR