Exhibit
(10)B(i)(d)


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LIMITED LIABILITY PARTNERSHIP

  



 


Execution Version


 


ECOLAB INC.


ECOLAB B.V.


ECOLAB HOLDING GMBH


 


U.S.$200,000,000


 


EURO
COMMERCIAL PAPER PROGRAMME


 


GUARANTEED
BY


 


ECOLAB INC.


 


(in
respect of Notes issued by Ecolab B.V. and


Ecolab
Holding GmbH


 


 


DEED
OF GUARANTEE


 

















 


THIS
DEED OF GUARANTEE is made on 2 December 2005


 


 


BY


 


(1)                            ECOLAB INC.
(the “Guarantor”)


 


IN
FAVOUR OF


 


(2)                            THE HOLDERS for the
time being and from time to time of the Notes referred to below (each a “Noteholder” or the “holder” of a
Note); and


 


(3)                            THE ACCOUNTHOLDERS (as
defined in the Deed of Covenant described below) (together with the
Noteholders, the “Beneficiaries”).


 


WHEREAS


 


(A)                        Ecolab Inc., Ecolab B.V. and Ecolab Holding GmbH (each an “Issuer” and together, the “Issuers”) and the Guarantor have
established a Euro-Commercial Paper Programme (the “Programme”)
for the issuance of notes (the “Notes”), in
connection with which they have entered into an amended and restated dealer
agreement dated 2 December 2005 (the “Dealer Agreement”)
and an amended and restated note agency agreement dated 2 December 2005 (the “Agency Agreement”) and the Issuers have executed a deed of
covenant dated 2 December 2005 (the “Deed of Covenant”).


 


(B)                          The Guarantor has agreed to guarantee the payment of all sums
expressed to be payable from time to time by the Issuers to Noteholders in
respect of the Notes and to Accountholders in respect of the Deed of Covenant.


 


NOW
THIS DEED OF GUARANTEE WITNESSES as follows:


 


1.                                 INTERPRETATION


 


1.1                           Definitions


All
terms and expressions which have defined meanings in the Dealer Agreement, the
Agency Agreement or the Deed of Covenant shall have the same meanings in this
Deed of Guarantee except where the context requires otherwise or unless
otherwise stated.


 


1.2                           Clauses


Any
reference in this Deed of Guarantee to a Clause is, unless otherwise stated, to
a clause hereof.


 


1.3                           Other
agreements


All
references in this Deed of Guarantee to an agreement, instrument or other
document (including the Dealer Agreement, the Agency Agreement and the Deed of
Covenant) shall be construed as a reference to that agreement, instrument or
other document as the same may be amended, supplemented, replaced or novated
from time to time.


 


1.4                           Legislation


Any
reference in this Agreement to any legislation (whether primary legislation or
regulations or other subsidiary legislation made pursuant to primary
legislation) shall be 


 


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construed
as a reference to such legislation as the same may have been, or may from time
to time be, amended or re-enacted.


 


1.5                           Headings


Headings
and sub-headings are for ease of reference only and shall not affect the
construction of this Deed of Guarantee.


 


1.6                           Benefit
of Deed of Guarantee


Any
Notes issued under the Programme on or after the date of this Deed of Guarantee
shall have the benefit of this Deed of Guarantee but shall not have the benefit
of any subsequent guarantee relating to the Programme (unless expressly so
provided in any such subsequent guarantee).


 


2.                                 GUARANTEE AND
INDEMNITY


 


2.1                           Guarantee


The
Guarantor hereby unconditionally and irrevocably guarantees:


 


2.1.1                            The Notes:  to each Noteholder the due and punctual
payment of all sums from time to time payable by the relevant Issuer in respect
of the relevant Note as and when the same become due and payable and
accordingly undertakes to pay to such Noteholder, in the manner and currency
prescribed by such Note for payments by the relevant Issuer in respect of such
Note, any and every sum or sums which the relevant Issuer is at any time liable
to pay in respect of such Note and which the relevant Issuer has failed to pay;
and


 


2.1.2                            The Direct Rights:  to each Accountholder the due and punctual
payment of all sums from time to time payable by the relevant Issuer to such
Accountholder in respect of the Direct Rights as and when the same become due
and payable and accordingly undertakes to pay to such Accountholder, in the
manner and currency prescribed by the Notes for payments by the relevant Issuer
in respect of the Notes, any and every sum or sums which the relevant Issuer is
at any time liable to pay to such Accountholder in respect of the Notes and
which the relevant Issuer has failed to pay.


 


2.2                           Indemnity


The
Guarantor irrevocably and unconditionally agrees as a primary obligation to
indemnify each Beneficiary from time to time from and against any loss,
liability or cost incurred by such Beneficiary as a result of any of the
obligations of the relevant Issuer under or pursuant to any Note, the Deed of
Covenant or any provision thereof being or becoming void, voidable,
unenforceable or ineffective for any reason whatsoever, whether or not known to
such Beneficiary or any other person, the amount of such loss being the amount
which such Beneficiary would otherwise have been entitled to recover from the
relevant Issuer. Any amount payable pursuant to this indemnity shall be payable
in the manner and currency prescribed by the Notes for payments by the relevant
Issuer in respect of the Notes. This indemnity constitutes a separate and
independent obligation from the other obligations under this Deed of Guarantee
and shall give rise to a separate and independent cause of action.


 


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3.                                 TAXES AND WITHHOLDINGS


 


All
payments in respect of the Notes and Direct Rights under this Deed of Guarantee
shall be made without set-off, counterclaim, fees, liabilities or similar
deductions and free and clear of, and without deduction or withholding for,
taxes, levies, duties or charges of any nature now or hereafter imposed,
levied, collected, withheld or assessed in any jurisdiction through or from
which such payments are made or any political subdivision or taxing authority
thereof or therein (“Taxes”). If the
Guarantor or any agent thereof is required by law or regulation to make any
deduction or withholding for or on account of Taxes, the Guarantor shall, to
the extent permitted by applicable law or regulation, pay such additional
amounts as shall be necessary in order that the net amounts received by any
Beneficiary after such deduction or withholding shall equal the amount which
would have been receivable hereunder in the absence of such deduction or
withholding, except that no such additional amounts shall be payable:


 


(a)                                      to a Beneficiary which is liable to such Taxes by reason of its
having some connection with the jurisdiction imposing the Taxes other than the
mere holding of the Note or the Direct Rights; or


 


(b)                                     where such deduction or withholding is imposed on a payment to an
individual and is required to be made pursuant to European Union Directive
2003/48/EC or any law implementing or complying with, or introduced in order to
conform to, such Directive; or


 


(c)                                      in respect of any Note presented for payment by or on behalf of a
Beneficiary who would have been able to avoid such withholding or deduction by
presenting the relevant Note to another Paying Agent in a member state of the
European Union; or


 


(d)                                     in respect of any Note presented for payment more than 15 days after
the Maturity Date or the date on which payment thereof is duly provided for,
whichever occurs later, except to the extent that the Beneficiary would have
been entitled to such additional amounts if it had presented the Note on the
last day of such period of 15 days.


 


4.                                 PRESERVATION OF
RIGHTS


 


4.1                           Principal
obligor


The
obligations of the Guarantor hereunder shall be deemed to be undertaken as
principal obligor and not merely as surety.


 


4.2                           Continuing
obligations


The
obligations of the Guarantor herein contained shall constitute and be
continuing obligations notwithstanding any settlement of account or other
matter or thing whatsoever and shall not be considered satisfied by any
intermediate payment or satisfaction of all or any of the Issuers’ obligations
under or in respect of any Note or the Deed of Covenant and shall continue in
full force and effect for so long as the Programme remains in effect and
thereafter until all sums due from the Issuers in respect of the Notes and
under the Deed of Covenant have been paid, and all other actual or 


 


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contingent
obligations of the Issuers thereunder or in respect thereof have been
satisfied, in full.


 


4.3                           Obligations
not discharged


Neither
the obligations of the Guarantor herein contained nor the rights, powers and
remedies conferred upon the Beneficiaries by this Deed of Guarantee or by law
shall be discharged, impaired or otherwise affected by:


 


4.3.1                            Winding up:  the winding up, dissolution, administration,
re-organisation or moratorium of an Issuer or any change in its status,
function, control or ownership;


 


4.3.2                            Illegality:  any of the obligations of an Issuer under or
in respect of any Note or the Deed of Covenant being or becoming illegal, invalid,
unenforceable or ineffective in any respect;


 


4.3.3                            Indulgence:  time or other indulgence (including for the
avoidance of doubt, any composition) being granted or agreed to be granted to
an Issuer in respect of any of its obligations under or in respect of any Note
or the Deed of Covenant;


 


4.3.4                            Amendment:  any amendment to, or any variation, waiver or
release of, any obligation of an Issuer under or in respect of any Note or the
Deed of Covenant or any security or other guarantee or indemnity in respect
thereof, however fundamental; or


 


4.3.5                            Analogous events:  any other act, event or omission which, but
for this sub-clause, might operate to discharge, impair or otherwise affect the
obligations expressed to be assumed by the Guarantor herein or any of the
rights, powers or remedies conferred upon the Beneficiaries or any of them by
this Deed of Guarantee or by law.


 


4.4                           Settlement
conditional


Any
settlement or discharge between the Guarantor and the Beneficiaries or any of
them shall be conditional upon no payment to the Beneficiaries or any of them
by the Issuers or any other person on the Issuers’ behalf being avoided or
reduced by virtue of any laws relating to bankruptcy, insolvency, liquidation
or similar laws of general application for the time being in force and, in the
event of any such payment being so avoided or reduced, the Beneficiaries shall
be entitled to recover the amount by which such payment is so avoided or
reduced from the Guarantor subsequently as if such settlement or discharge had
not occurred.


 


4.5                           Exercise
of Rights


No
Beneficiary shall be obliged before exercising any of the rights, powers or
remedies conferred upon it by this Deed of Guarantee or by law:


 


4.5.1                            Demand:  to make any demand of the relevant Issuer,
save for the presentation of the relevant Note;


 


4.5.2                            Take action:  to take any action or obtain judgment in any
court against the relevant Issuer; or


 


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4.5.3                            Claim or proof:  to make or file any claim or proof in a winding
up or dissolution of the relevant Issuer,


 


and
(save as aforesaid) the Guarantor hereby expressly waives presentment, demand,
protest and notice of dishonour in respect of any Note.


 


4.6                           Deferral
of Guarantor’s rights


The
Guarantor agrees that, so long as any sums are or may be owed by the Issuers in
respect of any Note or under the Deed of Covenant or the Issuers are under any
other actual or contingent obligation thereunder or in respect thereof, the
Guarantor will not exercise any rights which the Guarantor may at any time have
by reason of the performance by the Guarantor of its obligations hereunder:


 


4.6.1                            Indemnity:  to be indemnified by the relevant Issuer;


 


4.6.2                            Contribution:  to claim any contribution from any other
guarantor of the relevant Issuer’s obligations under or in respect of any Note
or the Deed of Covenant; or


 


4.6.3                            Subrogation:  to take the benefit (in whole or in part and
whether by way of subrogation or otherwise) of any rights of any Beneficiary
against the relevant Issuer in respect of amounts paid by the Guarantor under
this Deed of Guarantee or any security enjoyed in connection with any Note or
the Deed of Covenant by any Beneficiary.


 


4.7                           Pari
passu


The
Guarantor undertakes that its obligations hereunder will at all times rank at
least pari passu with all other present and
future unsecured obligations of the Guarantor, save for such obligations as may
be preferred by provisions of law that are both mandatory and of general
application.


 


5.                                 DEPOSIT OF DEED OF
GUARANTEE


 


This Deed
of Guarantee shall be deposited with and held by the Agent for so long as the
Programme remains in effect and thereafter until all the obligations of the
Issuers under or in respect of the Notes (including, without limitation, its
obligations under the Deed of Covenant) have been discharged in full. The
Guarantor hereby acknowledges the right of every Beneficiary to the production
of this Deed of Guarantee.


 


6.                                 STAMP DUTIES


 


The
Guarantor shall pay all stamp, registration and other taxes and duties (including
any interest and penalties thereon or in connection therewith) which are
payable upon or in connection with the execution and delivery of this Deed of
Guarantee, and shall indemnify each Beneficiary against any claim, demand,
action, liability, damages, cost, loss or expense (including, without
limitation, legal fees and any applicable value added tax) which it incurs as a
result or arising out of or in relation to any failure to pay or delay in
paying any of the same.


 


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7.                                 BENEFIT OF DEED OF
GUARANTEE


 


7.1                           Deed poll


This
Deed of Guarantee shall take effect as a deed poll for the benefit of the
Beneficiaries from time to time.


 


7.2                           Benefit


This
Deed of Guarantee shall enure to the benefit of each Beneficiary and its (and
any subsequent) successors and assigns, each of which shall be entitled
severally to enforce this Deed of Guarantee against the Guarantor.


 


7.3                           Assignment


The
Guarantor shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations hereunder. Each Beneficiary shall be entitled to
assign all or any of its rights and benefits hereunder.


 


8.                                 PARTIAL INVALIDITY


 


If at
any time any provision hereof is or becomes illegal, invalid or unenforceable
in any respect under the laws of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions hereof nor the legality,
validity or enforceability of such provision under the laws of any other
jurisdiction shall in any way be affected or impaired thereby.


 


9.                                 NOTICES


 


9.1                           Address
for notices


All
notices and other communications to the Guarantor hereunder shall be made in
writing (by letter or fax) and shall be sent to the Guarantor at:


 


370 North Wabasha Street


St.Paul


MN 55102-1390


U.S.A


 


	
  Fax:

  	
   

  	
  +1 651 293 2379

  
	
  Attention:

  	
   

  	
  Assistant Treasurer

  



 


or to
such other address or fax number or for the attention of such other person or
department as the Guarantor has notified to the Beneficiaries.


 


9.2                           Effectiveness


Every
notice or other communication sent in accordance with Clause 9.1 (Address for notices) shall be effective upon receipt by the
Guarantor; provided that any such notice or other
communication which would otherwise take effect after 4.00 p.m. on any
particular day shall not take effect until 10.00 a.m. on the immediately
succeeding business day in the place of the Guarantor.


 


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10.                           LAW AND
JURISDICTION


 


10.1                     Governing
law


This
Deed of Guarantee and all matters arising from or connected with it are
governed by, and shall be construed in accordance with, English law.


 


10.2                     English
courts


The
courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”), arising from or connected with this Deed of
Guarantee (including a dispute regarding the existence, validity or termination
of this Deed of Guarantee) or the consequences of its nullity.


 


10.3                     Appropriate
forum


The
Guarantor agrees that the courts of England are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that it will not
argue to the contrary.


 


10.4                     Rights of
the Beneficiaries to take proceedings outside England


Clause
10.2 (English courts) is for the benefit of
the Beneficiaries only. As a result, nothing in this Clause 10 (Law and jurisdiction) prevents the Beneficiaries from taking
proceedings relating to a Dispute (“Proceedings”)
in any other courts with jurisdiction. To the extent allowed by law, the
Beneficiaries may take concurrent Proceedings in any number of jurisdictions.


 


10.4                     Service
of process


The
Guarantor agrees that the process by which any Proceedings in England and any
other documents required to be served in relation to those Proceedings may be
served on it by being delivered to Law Debenture Corporate Services Limited at
Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its registered
office for the time being or at any other address of the Guarantor in Great
Britain at which process may be served on it in accordance with Part XXIII of
the Companies Act 1985. If such person is not or ceases to be effectively
appointed to accept service of process on behalf of the Guarantor, the
Guarantor shall, on the written demand of any Beneficiary addressed and
delivered to the Guarantor, appoint a further person in England to accept
service of process on its behalf and, failing such appointment within 15 days,
any Beneficiary shall be entitled to appoint such a person by written notice
addressed to the Guarantor and delivered to the Guarantor. Nothing in this
paragraph shall affect the right of any Beneficiary to serve process in any
other manner permitted by law. This clause applies to Proceedings in England
and to Proceedings elsewhere.


 


IN
WITNESS whereof this Deed of Guarantee has
been executed by the Guarantor and is intended to be and is hereby delivered on
the date first before written.


 


	
  EXECUTED as a deed

  	
  )

  	
   

  
	
  by ECOLAB INC. 

  	
  )

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
  acting
  under the authority of

  	
  )

  	
   

  
	
  that
  company

  	
  )

  	
   

  
	
  acting
  by

  	
  )

  	
   

  



 


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