Exhibit
(10)B(i)(c)


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LIMITED LIABILITY PARTNERSHIP

  



 


Execution Version


 


 


ECOLAB INC.


ECOLAB B.V.


ECOLAB HOLDING GMBH


 


U.S.$200,000,000


 


EURO-COMMERCIAL
PAPER PROGRAMME


 


 


DEED
OF COVENANT


 

















 


THIS
DEED OF COVENANT is made on 2 December 2005


 


 


BY


 


(1)                            ECOLAB INC.;


 


(2)                            ECOLAB B.V.; and


 


(3)                            ECOLAB HOLDING GMBH (each an “Issuer” and
together, the “Issuers”)


 


IN
FAVOUR OF


 


(4)                              THE
ACCOUNTHOLDERS (as defined below).


 


WHEREAS


 


(A)                        The Issuers and Ecolab Inc., in its capacity as 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”).


 


(B)                          The Issuers wish to make certain arrangements for the Accountholders
in the event that any Global Note (as defined in the Dealer Agreement) becomes
void in accordance with its terms.


 


NOW
THIS DEED OF COVENANT WITNESSES as follows:


 


1.                                 INTERPRETATION


 


1.1                           Definitions


 


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


 


“Accountholder” means any accountholder with a Clearing
System which at the Determination Date has credited to its securities account
with such Clearing System one or more Entries in respect of a Global Note,
except for any Clearing System in its capacity as an accountholder of another
Clearing System;


 


“Clearing System” means each or any of Clearstream, Luxembourg, Euroclear Bank S.A./N.V., as
operator of the Euroclear system, Euroclear France or such other recognised
clearing system as may be agreed from time to time between the Issuers and the
Agent and in which Notes may from time to time be held, or any successor to
such entities;


 


“Determination Date” means, in relation to any Global Note,
the date on which such Global Note becomes void in accordance with its terms;


 


“Direct Rights” means the rights referred to in
Clause 2.1 (Direct Rights - Creation);


 


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“Entry” means, in relation to a Global Note, any entry which
is made in the securities account of any Accountholder with a Clearing System
in respect of Notes represented by such Global Note; and


 


“Principal Amount” means, in respect of any Entry, the
aggregate principal amount of the Notes to which such Entry relates.


 


1.2                           Clauses


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


 


1.3                           Other
agreements


All
references in this Deed of Covenant to an agreement, instrument or other
document (including the Dealer Agreement and the Agency Agreement) 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 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 Covenant.


 


1.6                           Benefit
of Deed of Covenant


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


 


2.                                 DIRECT RIGHTS


 


2.1                           Creation


If any
Global Note becomes void in accordance with its terms, each Accountholder shall
have against the relevant Issuer all rights (“Direct
Rights”) which such Accountholder would have had in respect of the
Notes if, immediately before the Determination Date in relation to that Global
Note, it had been the holder of Definitive Notes, duly executed, authenticated
and issued, in an aggregate principal amount equal to the Principal Amount of
such Accountholder’s Entries relating to such Global Note including (without
limitation) the right to receive all payments due at any time in respect of
such Definitive Notes as if such Definitive Notes had been duly presented and
(in the case of final redemption of a Definitive Note) surrendered on the due
date in accordance with the terms and conditions of such Note.


 


2.2                           No
Further Action


No
further action shall be required on the part of the relevant Issuer or any
other person:


 


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2.2.1                            Direct Rights:  for the Accountholders to enjoy the Direct
Rights; or


 


2.2.2                            Benefit of terms and conditions:  for each Accountholder to
have the benefit of the terms and conditions of the Notes represented by the
Global Note as if they had been incorporated mutatis
mutandis into this Deed of Covenant,


 


provided,
however, that nothing herein shall entitle
any Accountholder to receive any payment in respect of any Global Note which
has already been made.


 


3.                                 EVIDENCE


 


3.1                           Records


The
records of the Clearing Systems shall be conclusive as to the identity of the
Accountholders and the respective amounts of Notes credited to their securities
accounts and a statement issued by a Clearing System setting out:


 


3.1.1                            Name:  the name of the Accountholder in respect of
which it is issued; and


 


3.1.2                            Principal Amount:  the Principal Amount of any Entry credited to
the securities account of such Accountholder with such Clearing System on any
date,


 


shall
be conclusive evidence for all purposes of this Deed of Covenant.


 


3.2                           Determination
Date


If a
Clearing System determines the Determination Date, such determination shall be
binding on all Accountholders with such Clearing System.


 


4.                                 DEPOSIT OF DEED OF
COVENANT


 


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


 


5.                                 STAMP DUTIES


 


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


 


6.                                 BENEFIT OF DEED OF
COVENANT


 


6.1                           Deed Poll


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


 


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6.2                           Benefit


This
Deed of Covenant shall enure to the benefit of each Accountholder and its (and
any subsequent) successors and assigns, each of which shall be entitled
severally to enforce this Deed of Covenant against the relevant Issuer.


 


6.3                           Assignment


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


 


7.                                 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.


 


8.                                 NOTICES


 


8.1                           Address
for notices


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


 


	
  For Ecolab Inc.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  370 North Wabasha Street

  
	
  St. Paul

  	
   

  	
   

  
	
  MN 55102-1390

  	
   

  	
   

  
	
  U.S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +1 651 293 2379

  
	
  Attention:

  	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
  For ECOLAB B.V.:

  
	
   

  	
   

  	
   

  
	
  Edisonbaan 9-11

  	
   

  	
   

  
	
  3439 MN Nieuwegein

  
	
  The Netherlands

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax: +32 2 46 75133

  
	
  Attention: BENELUX
  Controller

  
	
   

  	
   

  	
   

  
	
  (cc. Ecolab Inc. as
  specified above)

  



 


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  For Ecolab Holding GmbH:

  
	
   

  	
   

  	
   

  
	
  Reisholzer Werftstraße 38-42

  
	
  D-40589 Düsseldorf

  
	
  Germany

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:  +49 211 9893 297

  
	
  Attention: Tax and
  Treasury, Europe

  
	
   

  	
   

  	
   

  
	
  (cc. Ecolab Inc. as
  specified above)

  



 


or to
such other address, telex number or fax number or for the attention of such
other person or department as the relevant Issuer has notified to the
Accountholders.


 


8.2                           Effectiveness


Every
notice or other communication sent in accordance with Clause 8.1 (Address for notices) shall be effective as follows:


 


8.2.1                            Letter or fax:  if sent by letter or fax, upon receipt by the
relevant Issuer; and


 


8.2.2                            Telex:  if sent by telex, upon receipt by the sender
of the relevant Issuer’s answerback at the end of transmission;


 


provided,
however, 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 relevant Issuer.


 


9.                                 LAW AND
JURISDICTION


 


9.1                           Governing
law


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


 


9.2                           English
courts


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


 


9.3                           Appropriate
forum


The
Issuers agree that the courts of England are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that they will not
argue to the contrary.


 


9.4                           Rights of
the Accountholders to take proceedings outside England


Clause 9.2
(English courts) is for the benefit of
the Accountholders only. As a result, nothing in this Clause 9 (Law and jurisdiction) prevents the Accountholders from
taking proceedings relating to a Dispute (“Proceedings”)
in any other courts with jurisdiction. To the extent allowed by law, the
Accountholders may take concurrent Proceedings in any number of jurisdictions.


 


9.5                           Process
agent


The
Issuers agree that the documents which start any Proceedings and any other
documents required to be served in relation to those Proceedings may be served
on them 


 


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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 address of the relevant Issuer 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 Issuers, the Issuers
shall, on the written demand of any Accountholder addressed to the relevant
Issuer and delivered to the relevant Issuer appoint a further person in England
to accept service of process on its behalf and, failing such appointment within
15 days, any Accountholder shall be entitled to appoint such a person by
written notice addressed to the relevant Issuer and delivered to the relevant Issuer.
Nothing in this paragraph shall affect the right of any Accountholder to serve
process in any other manner permitted by law. This clause applies to
Proceedings in England and to Proceedings elsewhere.


 


9.6                           Ecolab
B.V.


If
Ecolab B.V. is represented by an attorney or attorneys in connection with the
signing and/or execution and/or delivery of this Deed of Covenant or any
agreement or document referred to herein or made pursuant hereto and the
relevant power or powers of attorney is or are expressed to be governed by the
laws of The Netherlands, it is hereby expressly acknowledged and accepted by
the other parties hereto that such laws shall govern the existence and extent
of such attorney’s or attorneys’ authority and the effects of the exercise
thereof.


 


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


 


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  EXECUTED as a deed

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  by ECOLAB INC.

  	
  )

  	
   

  
	
  acting
  under the authority of

  	
  )

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
  that
  company

  	
  )

  	
   

  
	
  acting
  by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a deed

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  by ECOLAB B.V.

  	
  )

  	
   

  
	
  acting
  under the authority of

  	
  )

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
  that
  company

  	
  )

  	
   

  
	
  acting
  by

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a deed

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  by ECOLAB HOLDING GMBH

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  acting
  under the authority of

  	
  )

  	
  /s/Timothy
  P. Dordell

  	
   

  
	
  that
  company

  	
  )

  	
   

  
	
  acting
  by

  	
  )

  	
   

  
					



 


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