Exhibit
(10)B(i)(a)


 


	
  

  	
  LIMITED
  LIABILITY  PARTNERSHIP

  



 


Execution Version


 


2
December 2005


 


 


ECOLAB INC.


(incorporated
under the laws of the State of Delaware)


 


ECOLAB B.V.


(incorporated
with limited liability under the laws of The Netherlands)


 


ECOLAB HOLDING GMBH


(incorporated
with limited liability under the laws of Germany)


 


as
Issuers


 


ECOLAB INC.


(incorporated
under the laws of the State of Delaware)


(as
Guarantor in respect of the Notes


issued
by Ecolab B.V. and


Ecolab
Holding GmbH)


 


CREDIT
SUISSE FIRST BOSTON (EUROPE) LIMITED


as
Arranger


 


- and -


 


CITIBANK
INTERNATIONAL plc


CREDIT
SUISSE FIRST BOSTON (EUROPE) LIMITED


as
Dealers


 


 


AMENDED
AND RESTATED DEALER AGREEMENT


relating
to a U.S.$200,000,000


EURO-COMMERCIAL PAPER PROGRAMME


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Issue

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Representations And Warranties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Covenants And Agreements

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Conditions Precedent

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Termination And Appointment

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Notices

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Third Party Rights

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Law And Jurisdiction

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Counterparts

  	
   

  	
  15

  



 


	
  SCHEDULE
  1

  	
   

  	
  CONDITION
  PRECEDENT DOCUMENTS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  2

  	
   

  	
  SELLING
  RESTRICTIONS

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  3

  	
   

  	
  PROGRAMME
  SUMMARY

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  4

  	
   

  	
  INCREASE
  OF MAXIMUM AMOUNT

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  5

  	
   

  	
  APPOINTMENT
  OF NEW DEALER

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  6

  	
   

  	
  FORM
  OF CALCULATION AGENCY AGREEMENT

  	
   

  	
  30

  



 

















 


THIS
AGREEMENT is made on 2 December 2005


 


BETWEEN


 


(1)         ECOLAB INC., ECOLAB B.V. and ECOLAB HOLDING GMBH (each an “Issuer” and together, the “Issuers”);


 


(2)         ECOLAB INC. (the “Guarantor”, in respect of Notes issued by
Ecolab B.V. and Ecolab Holding GmbH);


 


(3)         CREDIT SUISSE
FIRST BOSTON (EUROPE) LIMITED (the “Arranger”); and


 


(4)         CITIBANK
INTERNATIONAL plc and CREDIT
SUISSE FIRST BOSTON (EUROPE) LIMITED as dealers for the Notes to be
issued under the Programme (each a “Dealer” and
together, the “Dealers”).


 


WHEREAS


 


(A)        Ecolab Inc. and certain dealers named in a dealer agreement dated 10
June 2003 (the “Original Agreement”) entered into
such agreement under which Ecolab Inc. agreed from time to time to sell and the
dealers named therein agreed from time to time to subscribe for notes issued
under Ecolab Inc.’s euro-commercial paper programme.


 


(B)        The parties hereto wish to amend and restate the terms of the
Original Agreement as set out hereunder.


 


IT
IS AGREED as follows:


 


1.           INTERPRETATION


 


1.1        Definitions


In this
Agreement:


 


“Agency Agreement” means the amended and restated note agency
agreement, dated the date hereof, between the Issuers, the Guarantor and the
Issue and Paying Agent, providing for the issue of and payment on the Notes, as
such agreement may be amended or supplemented from time to time;


 


“Agreements” means this Agreement (as amended or supplemented
from time to time), any agreement reached pursuant to Clause 2.1, the Deed
of Covenant and the Agency Agreement;


 


“Dealer(s)” means the institution or institutions specified
as a Dealer in the Programme Summary together with any additional institution
or institutions appointed pursuant to Clause 6.2 but excluding any
institution or institutions whose appointment has been terminated pursuant to
Clause 6.1;


 


“Deed of Covenant” means the deed of covenant, dated the date
hereof, executed by the Issuers in respect of Global Notes issued pursuant to
the Agency Agreement, as such deed may be amended or supplemented from time to
time;


 


“Definitive Note” means a security printed Note in definitive
bearer form;


 


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“Disclosure Documents” means, at any particular date,
(a) the Information Memorandum, (b) the most recently published
audited consolidated financial statements of the Guarantor, any subsequent
quarterly unaudited financial statements of the Guarantor and any other financial
statements of the Guarantor on Form 8-K, that in each case are filed with the
United States Securities and Exchange Commission (the “SEC”)
and (c) any other document delivered by the Issuers or the Guarantor to
the Dealer(s) which the Issuers or the Guarantor have expressly authorised to
be distributed to actual or potential purchasers of Notes;


 


“Dollars” and “U.S.$” denote
the lawful currency of the United States of America; and “Dollar Note”
means a Note denominated in Dollars;


 


“Dollar Equivalent” means, on any day:


 


(a)            in relation to any Dollar
Note, the nominal amount of such Note; and


 


(b)            in relation to any Note
denominated or to be denominated in any other currency, the amount in Dollars
which would be required to purchase the nominal amount of such Note as
expressed in such other currency at the spot rate of exchange for the purchase
of such other currency with Dollars quoted by the Issue and Paying Agent at or
about 11.00 a.m. (London time) on such day;


 


“Euro”, “euro”, “EUR” and “€” denote the
lawful currency of member states of the European Union that adopt the single
currency introduced in accordance with the Treaty; and “Euro Note”
means a Note denominated in Euro;


 


“FSMA” means the Financial Services and Markets Act 2000;


 


“Global Note” means a Note in global bearer form,
representing an issue of promissory notes of a like maturity which may be
issued by an Issuer from time to time pursuant to the Agency Agreement;


 


“Guarantee” means the deed of guarantee, dated the date
hereof, executed by the Guarantor in respect of the obligations of the Ecolab
B.V. and Ecolab Holding GmbH under the Notes and the Deed of Covenant and,
where the context so requires, the guarantee and indemnity contained in that
deed;


 


“Index Linked Note” means a Note, the redemption or coupon
amount of which is not fixed at the time of issue, but which is to be
calculated in accordance with such formula or other arrangement as is agreed
between the relevant Issuer and the relevant Dealer at the time of reaching
agreement under Clause 2.1;


 


“Information Memorandum” means the most recent information
memorandum, as the same may be amended or supplemented from time to time,
containing information about the Issuers, the Guarantor and the Programme, the
text of which has been prepared by or on behalf of the Issuers and the
Guarantor for use by the Dealer(s) in connection with the transactions
contemplated by this Agreement;


 


“Issue and Paying Agent” means Citibank, N.A. and any
successor issue and paying agent appointed in accordance with the Agency
Agreement;


 


2

















 


“Japanese Yen” and “¥” denote the
lawful currency of Japan, and “Yen Note” means
a Note denominated in Japanese Yen;


 


“Loss” means any liability, damages, cost, loss or expense
(including, without limitation, legal fees, costs and expenses and any value
added tax thereon);


 


“Note” means a commercial paper note of an Issuer purchased
or to be purchased by a Dealer under this Agreement, in bearer global or
definitive form, substantially in the relevant form scheduled to the Agency
Agreement or such other form(s) as may be agreed from time to time between the
relevant Issuer, the Guarantor, the relevant Dealer(s) and the Issue and Paying
Agent and, unless the context otherwise requires, includes the commercial paper
notes represented by the Global Notes;


 


“Programme” means the Euro-commercial paper programme
established by this Agreement;


 


“Programme Summary” means the summary of the particulars of
the Programme as set out in Schedule 3, as such summary may be amended or
superseded from time to time;


 


“Related Party” means, in respect of any person, any
affiliate of that person or any officer, director, employee or agent of that
person or any such affiliate or any person by whom any of them is controlled
for the purposes of the Securities Act;


 


“relevant jurisdiction” means any one or more of The
Netherlands, Germany, the United Kingdom, the United States and any
jurisdiction from or through which any payment under or in respect of any Note or
any Agreement or the Guarantee may be made;


 


“Securities Act” means the United States Securities Act of
1933, as amended;


 


“Sterling” and “£” denote the
lawful currency of the United Kingdom; and “Sterling
Note” means a Note denominated in Sterling;


 


“Subsidiary” means, in respect of any person (the “first person”) at any particular time, any other person (the
“second person”):


 


(a)            Control: whose affairs and policies the first person controls or has the
power to control, whether by ownership of share capital, contract, the power to
appoint or remove a majority of the members of the governing body of the second
person or otherwise; or


 


(b)            Consolidation:  whose financial statements
are, in accordance with applicable law and generally accepted accounting principles,
consolidated with those of the first person;


 


“Swiss Franc”
and “CHF” denote the lawful currency of
Switzerland; and “Swiss Franc Note”
means a Note denominated in Swiss Francs; and


 


“Treaty” means the Treaty establishing the European
Community, as amended.


 


3

















 


1.2        Programme
Summary


Terms
not expressly defined herein shall have the meanings set out in the Programme
Summary.


 


1.3        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.


 


1.4        Clauses and
Schedules


Any
reference in this Agreement to a Clause, sub-clause or a Schedule is,
unless otherwise stated, to a clause or sub-clause hereof or a schedule
hereto.


 


1.5        Headings


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


 


2.           ISSUE


 


2.1        Basis of
agreements to issue; uncommitted facility


Subject
to the terms hereof, each Issuer may issue Notes to the Dealer(s) from time to
time at such prices and upon such terms as the relevant Issuer and the relevant
Dealer may agree, provided that each Issuer has, and shall have, no obligation
to issue Notes to the Dealer(s), except as agreed, and each Dealer has, and
shall have, no obligation to subscribe Notes from the Issuers, except as agreed.
Each Issuer acknowledges that the Dealer(s) may resell Notes subscribed by such
Dealer(s). The tenor of each Note shall not be less than the Minimum Term nor
greater than the Maximum Term specified in the Programme Summary, calculated
from the date of issue of such Note to the maturity date thereof. Definitive
Notes (if any) shall be issued in the Denomination(s) specified in the
Programme Summary. Each issue of Notes having the same issue date, maturity
date, currency of denomination, yield and redemption basis will be represented
by a Global Note or by Definitive Notes having the aggregate nominal amount of
such issue as may be agreed between the relevant Issuer and the relevant
Dealer.


 


2.2        Procedures


If an
Issuer and any Dealer shall agree on the terms of the subscription of any Note
by such Dealer (including agreement with respect to the issue date, maturity
date, currency, denomination, yield, redemption basis, aggregate nominal amount
and purchase price), then:


 


2.2.1        Instruction to Issue and Paying Agent:  the relevant Issuer shall
instruct the Issue and Paying Agent to issue such Note and deliver it in
accordance with the terms of the Agency Agreement;


 


2.2.2         Payment of purchase price:  the relevant Dealer shall
subscribe such Note on the date of issue:


 


(a)       Dollar Note:  in the case of a Dollar Note, by transfer of
funds settled through the New York Clearing House Interbank Payments
System (or


 


4

















 


such other same-day value funds as at the time shall
be customary for the settlement in New York City of international banking
transactions denominated in Dollars) to such account of the Issue and Paying
Agent in New York City denominated in Dollars as the Issue and Paying
Agent shall have specified for this purpose; or


 


(b)       Euro Note:  in the case of a Euro Note, by transfer of
funds settled through the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System to such account of the Issue and Paying Agent
outside the United Kingdom denominated in Euro as the Issue and Paying Agent
shall have specified for this purpose; or


 


(c)       Other Notes:  in all other cases, by transfer of freely
transferable same-day funds in the relevant currency to such account of the
Issue and Paying Agent at such bank in the principal domestic financial centre
for such currency as the Issue and Paying Agent shall have specified for this
purpose,


 


or, in
each case, by such other form of transfer as may be agreed between the relevant
Dealer and the relevant Issuer; and


 


2.2.3        Delivery Instructions:  the relevant Dealer shall notify the Issue
and Paying Agent and the relevant Issuer of the payment and delivery
instructions applicable to such Note or Notes by telephone, fax or telex, such
notification to be received in sufficient time and in any event no later than
(i) 12 noon (London time) on the proposed issue date (in the case of
Sterling Definitive Notes); (ii) 12 noon (Paris time) on the proposed issue
date in the case of Notes to be cleared through Euroclear France S.A.; or (iii)
in any other case, 10.00 a.m. (London time) one Business Day prior to the
proposed issue date (or such later time or date as may be agreed between the
Issue and Paying Agent and the relevant Dealer) to enable the Issue and Paying
Agent to deliver such Note or Notes as contemplated in the Agency Agreement
(or, in the case of Sterling Definitive Notes, make the same available for
collection) on its issue
date.


 


2.3        Failure
of agreed issuance


If for
any reason (including, without limitation, the failure of the relevant trade) a
Note agreed to be subscribed pursuant to Clause 2.1 is not to be issued,
the relevant Issuer and the relevant Dealer shall immediately notify the Issue
and Paying Agent thereof.


 


2.4        Issuance
currencies


The
parties acknowledge that Notes issued under the Programme may be denominated in
Dollars, Euro, Japanese Yen, Sterling, Swiss Francs, or, subject as provided
below, in any other currency. Any agreement reached pursuant to Clause 2.1
to sell and subscribe a Note denominated in a currency other than Dollars,
Euro, Japanese Yen, Sterling and Swiss Francs shall be conditional upon:


 


2.4.1        Compliance:  it being lawful and in compliance with all
requirements of any relevant central bank and any other relevant fiscal,
monetary, regulatory or


 


5

















 


other authority, for deposits to be made in such
currency and for such Note to be issued, offered for sale, sold and delivered;


 


2.4.2        Convertibility:  such other currency being freely transferable
and freely convertible into Dollars; and


 


2.4.3        Amendments:  any appropriate amendments which the relevant
Dealer, the relevant Issuer, the Guarantor or the Issue and Paying Agent shall
require having been made to this Agreement and/or the Agency Agreement.


 


2.5        Increase
of Maximum Amount


The
Issuers and the Guarantor may increase the Maximum Amount by giving at least
ten days’ notice by letter, substantially in the form set out in Schedule 4, to
each of the Dealer(s) and the Issue and Paying Agent. Such increase will not
take effect until the Dealer(s) have received from the Issuers the documents
listed in such letter or in Schedule 1 (if required by the Dealer(s)), in each
case in form and substance acceptable to each Dealer.


 


2.6        Calculation
Agent


If Index
Linked Notes are to be issued, the relevant Issuer will appoint either the
relevant Dealer or the Issue and Paying Agent (subject to the consent of the
relevant Dealer or the Issue and Paying Agent, as the case may be, thereto) or
some other person (subject to the consent of the relevant Dealer and the Issue
and Paying Agent to such person’s appointment) to be the calculation agent in
respect of such Index Linked Notes and the following provisions shall apply:


 


2.6.1        Dealer:  if a Dealer is to be the calculation agent,
its appointment as such shall be on the terms of the form of agreement set out
in Schedule 6, and each Dealer will be deemed to have entered into an agreement
in such form for a particular calculation if it is named as calculation agent in
the redemption calculation attached to or endorsed on the relevant Note;


 


2.6.2        Issue and Paying Agent:  if the Issue and Paying Agent is to be the
calculation agent, its appointment as such shall be on the terms set out in the
Agency Agreement; and


 


2.6.3        Other Calculation Agent:  if the person nominated by a Dealer or by the
Issue and Paying Agent as calculation agent is not a Dealer, that person shall
execute (if it has not already done so) an agreement substantially in the form
of the agreement set out in Schedule 6 and the appointment of that person shall
be on the terms of that agreement.


 


3.           REPRESENTATIONS AND
WARRANTIES


 


3.1        Representations
and warranties


Each
Issuer, in respect of itself and the Guarantor, in respect of itself, Ecolab
B.V. and Ecolab Holding GmbH, represents and warrants to each Dealer at the
date of this Agreement, each date upon which the Maximum Amount is increased,
each date upon which an agreement for the issue and subscription of Notes is
made and each date upon which Notes are, or are to be, issued that:


 


6

















 


3.1.1        Authorisation; valid, binding and enforceable:  each of:


 


(a)       the establishment of the
Programme and the execution, delivery and performance by the Issuers of the
Agreements and the Notes;


 


(b)       the execution, delivery and
performance by the Guarantor of this Agreement, the Agency Agreement and the
Guarantee;


 


(c)       the entering into and
performance by the relevant Issuer of any agreement for the sale of Notes
reached pursuant to Clause 2.1; and


 


(d)       the issue and sale of the Notes
by the relevant Issuer under the Agreements,


 


has
been duly authorised by all necessary action and the same constitute or, in the
case of Notes, will, when issued in accordance with the Agency Agreement,
constitute, valid and binding obligations of the relevant Issuer and/or the
Guarantor (as the case may be) enforceable against each of them in accordance
with their respective terms (subject, as to enforceability, to bankruptcy,
insolvency, reorganisation and similar laws of general applicability relating
to or affecting creditors’ rights and to general principles of equity);


 


3.1.2        Status:  the obligations of each Issuer under each of
the Agreements and the Notes and the obligations of the Guarantor under this
Agreement, the Agency Agreement and the Guarantee will rank (other than in the
case of obligations preferred by mandatory provisions of law) at least pari passu with all other present and future unsecured and
unsubordinated indebtedness of each Issuer and the Guarantor (as the case may
be);


 


3.1.3         Incorporation, capacity: each Issuer and the Guarantor is duly incorporated and validly
existing under the laws of its jurisdiction of incorporation and:


 


(a)       the establishment of the Programme, the execution, delivery and
performance by each Issuer of the Agreements and the Notes;


 


(b)       the execution, delivery and performance by the Guarantor of this
Agreement, the Agency Agreement and the Guarantee;


 


(c)       the entering into and performance by the relevant Issuer of any
agreement for the issue and subscription of Notes reached pursuant to
Clause 2.1; and


 


(d)       the issue and sale of the Notes by the relevant Issuer under the
Agreements,


 


will
not infringe any of the provisions of the relevant Issuer’s or the Guarantor’s  constituting documents and will not
contravene any law, regulation, order or judgment to which the relevant Issuer
or the Guarantor or any of its assets is subject nor result in the breach of
any term of, or cause a default under, any instrument to which the relevant
Issuer or the Guarantor is a party or by which it or any of its assets may be
bound except for such breaches or defaults as could


 


7

















 


not
reasonably be expected to be material in the context of this Agreement and the
transactions contemplated hereby;


 


3.1.4        Approvals: all
consents, authorisations, licences or approvals of and registrations and
filings with any governmental or regulatory authority required in connection
with the issue by each Issuer of Notes under the Agreements and the performance
of each Issuer’s obligations under the Agreements and the Notes, the issue by
the Guarantor of the Guarantee and the performance by the Guarantor of its
obligations under this Agreement, the Agency Agreement and the Guarantee have
been obtained and are in full force and effect, and copies thereof have been
supplied to the Dealer(s) except for such consents, authorisations, licences,
approvals, registrations and filings as could not reasonably be expected to be
material in the context of this Agreement and the transactions contemplated
hereby;


 


3.1.5        Disclosure:  in the context of this Agreement and the transactions contemplated
hereby, the information contained or incorporated by reference in the
Disclosure Documents is true and accurate in all material respects and is not
misleading in any material respect and there are no other facts in relation to
the Issuers or the Guarantor or any Notes the omission of which makes, in the
context of the issue of Notes, the Disclosure Documents as a whole or any such
information contained or incorporated by reference therein misleading in any
material respect;


 


3.1.6        Financial Statements:
the audited consolidated financial statements and any interim financial
statements (audited or unaudited) published subsequently thereto and any other
financial statements of Ecolab Inc. (in its capacity as Issuer and Guarantor)
on Form 8-K published subsequently thereto, and in each case filed with the SEC
incorporated by reference in the Information Memorandum, present fairly and
accurately the consolidated financial position of each Issuer, the Guarantor
and their respective Subsidiaries as of the respective dates of such statements
and the consolidated results of operations of the Issuers, the Guarantor and
their respective Subsidiaries for the periods they cover or to which they
relate and such financial statements have been prepared in accordance with the
relevant laws of the United States, and with generally accepted accounting
principles in the United States applied on a consistent basis throughout the
periods involved (unless and to the extent otherwise stated therein);


 


3.1.7        No material adverse change, No litigation: since the date of the most recent audited consolidated financial
statements of the Guarantor supplied to the Dealer(s) and, in relation to any
date on which this warranty falls to be made after the date hereof, save as
otherwise disclosed by any Disclosure Document subsequently delivered by the
Guarantor to the Dealer(s):


 


(a)       there has been no adverse change in the business, financial or other
condition of the Issuers or the Guarantor or their respective Subsidiaries,
holding companies or affiliates; and


 


8

















 


(b)       there is no litigation, arbitration or governmental proceeding
pending or, to the knowledge of the Issuers or the Guarantor, threatened
against or affecting the Issuers or the Guarantor or their respective
Subsidiaries, holding companies or affiliates,


 


which
in any case could reasonably be expected to be material in the context of this
Agreement and the transactions contemplated hereby;


 


3.1.8        No default:  none of the Issuers nor the Guarantor is in
default in respect of payment of any indebtedness for borrowed money where such
indebtedness is in an aggregate amount greater than U.S.$20,000,000;


 


3.1.9        No ratings downgrade: there
has been no downgrading, nor any notice to the Issuers or the Guarantor of any
intended downgrading, in the rating accorded to the Issuers’ or the Guarantor’s
short-term or long-term debt by Standard & Poor’s Ratings Services, a
division of the McGraw-Hill Companies Inc., or Moody’s Investors Service, Inc.;


 


3.1.10      Taxation: subject to
compliance with the terms of the Agreements, neither the Issuers nor the
Guarantor are required by any law or regulation nor any relevant taxing
authority in the United States, The Netherlands or Germany to make any
deduction or withholding from any payment due under the Notes, the Agency Agreement,
the Deed of Covenant or the Guarantee for or on account of any income,
registration, transfer or turnover taxes, customs or other duties or taxes of
any kind;


 


3.1.11      Maximum Amount not exceeded: the outstanding principal amount of all Notes on the date of issue
of any Note does not and will not exceed the Maximum Amount set out in the
Programme Summary (as increased from time to time pursuant to Clause 2.5)
and for this purpose the nominal amount of any Note denominated in any currency
other than Dollars shall be taken as the Dollar Equivalent of such nominal
amount as at the date of the agreement for the issue of such Note; and


 


3.1.12      Investment Company:
each Issuer and the Guarantor is not an investment company as defined in the
United States Investment Company Act of 1940.


 


3.2        Notice of
inaccuracy


If,
prior to the time a Note is issued and delivered to or for the account of the
relevant Dealer, an event occurs which would render any of the representations
and warranties set out in Clause 3.1 immediately, or with the lapse of
time, untrue or incorrect in any material respect, the relevant Issuer and the
Guarantor (where applicable) will inform the relevant Dealer in writing as soon
as practicable of the occurrence of such event. In either case, the relevant
Dealer shall inform the relevant Issuer in writing without any undue delay
whether it wishes to continue or discontinue the issuance and delivery of the
respective Notes.


 


9

















 


4.           COVENANTS AND
AGREEMENTS


 


4.1        Issuer
and Guarantor


Each of
the Issuers and the Guarantor jointly and severally covenants and agrees that:


 


4.1.1        Delivery of published information:  whenever the Guarantor
shall publish or make available to its shareholders or to the public (by filing
with any regulatory authority, securities exchange or otherwise) any
information which could reasonably be expected to be material in the context of
this Agreement and the transactions contemplated hereby, the Guarantor shall
notify the Dealer(s) as to the nature of such information, shall make a
reasonable number of copies of such information available to the Dealer(s) upon
request to permit distribution to investors and prospective investors and shall
take such action as may be necessary to ensure that the representation and
warranty contained in sub-clause 3.1.5 is true and accurate in all
material respects on the dates contemplated by such sub-clause. Notwithstanding
the foregoing, the Guarantor will satisfy its obligations to notify the
Dealer(s) under this Clause 4.1.1 by maintaining an e-mail alert system
affording the Dealer(s) the opportunity to register via the Guarantor’s web
site to receive notification of the Guarantor’s news releases and filings with
the SEC, and the Dealers agree to so register. The Guarantor will notify the
Dealer(s) if the e-mail alert system is discontinued and, in such event,
notices pursuant to this Clause 4.1.1 will be delivered in accordance with
Clause 7.1 of this Agreement. Certain SEC Filings are available via electronic
means including the Internet (http://www.sec.gov/cgi-bin/srch-edgar) and
Bloomberg Business News.


 


4.1.2         Indemnity:  each of the Issuers and the Guarantor jointly
and severally undertake to the Dealers that if the Dealer or any of the Dealer’s
Related Parties incurs any Loss arising out of:


 


(a)       the relevant Issuer’s failure (other than, in the reasonable opinion
of the Issuer, for technical reasons) to make due payment under the Notes; or


 


(b)       the Guarantor’s failure to make due payment under the Guarantee; or


 


(c)       Notes not being issued for any reason (other than as a result of the
failure of any Dealer to pay) after an agreement for the sale of such Notes has
been made; or


 


(d)       any breach or alleged breach of the representations, warranties,
covenants or agreements made by the relevant Issuer or the Guarantor in this
Agreement,


 


the
Issuers or, as the case may be, the Guarantor shall pay to the Dealer on demand
an amount equal to such Loss. The Dealer shall not have any duty or other
obligation, whether as fiduciary or trustee for any of its Related Parties or
otherwise, to recover any such payment or to account to any other person for
any amounts paid to it under this Clause.


 


10

















 


4.1.3         Expenses, stamp duties, amendments: each of the Issuers and the Guarantor will:


 


(a)       Arranger’s expenses:  pay, or reimburse the Arranger for, all
reasonable out-of-pocket costs and expenses (including United Kingdom value
added tax and any other taxes or duties thereon and fees and disbursements of
counsel to the Arranger) incurred by the Arranger in connection with the
preparation, negotiation, printing, execution and delivery of this Agreement
and all documents contemplated by this Agreement;


 


(b)       Dealers’ expenses:  pay, or reimburse each Dealer for, all
reasonable out-of-pocket costs and expenses (including United Kingdom value
added tax and any other taxes or duties thereon and fees and disbursements of
counsel to such Dealer) incurred by such Dealer in connection with the
enforcement or protection of its rights under this Agreement;


 


(c)       Stamp duties:  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 creation and
issue of the Notes and the execution, delivery and performance of the
Agreements and the Guarantee and the Issuers shall jointly and severally
indemnify each Dealer 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 as a result or arising out of or
in relation to any failure to pay or delay in paying any of the same;


 


(d)       Amendments:  notify each Dealer of any change in the
identity of or the offices of the Issue and Paying Agent and any material
change or amendment to or termination of the Agency Agreement or the Deed of
Covenant or the Guarantee not later than five days prior to the making of any
such change or amendment or such termination; and it will not permit to become
effective any such change, amendment or termination which could reasonably be
expected to affect adversely the interests of any Dealer or the holder of any
Notes then outstanding; and


 


4.1.4        No deposit-taking:  the relevant Issuer will issue the Notes only
if the following conditions apply (or the Notes can otherwise be issued without
contravention of section 19 of the FSMA):


 


(a)       Selling restrictions:
each relevant Dealer represents, warrants and agrees in the terms set out in
sub-clause 3.2 of Schedule 2; and


 


(b)       Minimum denomination:
the redemption value of each such Note is not less than $500,000 (or an amount
of equivalent value denominated wholly or partly in a currency other than dollars),
and no part of any Note may be transferred unless the redemption value of that
part is not less than $500,000 (or such an equivalent amount).


 


11

















 


4.2        Compliance


 


The
Issuers and the Guarantor shall take such steps (in conjunction with the
Dealer(s), where appropriate) to ensure that any laws and regulations or
requirements of any governmental agency, authority or institution which may
from time to time be applicable to any Note shall be fully observed and
complied with and in particular (but without limitation):


 


4.2.1        Regulation S: 
that neither the Issuers, the Guarantor, nor
any of their affiliates nor any person acting on their or their affiliates
behalf have engaged or will engage in any directed selling efforts with respect
to the Notes, and they and their affiliates have complied and will comply with
the offering restrictions requirement of Regulation S. Terms used in this
sub-clause have the meanings given to them by Regulation S under the Securities
Act.


 


4.3        Selling
restrictions


Each
Dealer represents, covenants and agrees that it has complied with and will
comply with the selling restrictions set out in Schedule 2, and that the
representations contained therein are true and correct. Subject to compliance
with those restrictions, each Dealer is hereby authorised by each of the
Issuers and the Guarantor to circulate the Disclosure Documents to purchasers
or potential purchasers of the Notes.


 


4.4        Dealers’
obligations several


The
obligations of each Dealer contained in this Agreement are several.


 


4.5        Status of
Arranger


Each of
the Dealers agrees that the Arranger has only acted in an administrative
capacity to facilitate the establishment and/or maintenance of the Programme
and has no responsibility to it for (a) the adequacy, accuracy, completeness or
reasonableness of any representation, warranty, undertaking, agreement,
statement or information in the Information Memorandum, this Agreement or any
information provided in connection with the Programme or (b) the nature and
suitability to it of all legal, tax and accounting matters and all
documentation in connection with the Programme or any issue of Notes
thereunder.


 


4.6        Issuers’
compliance


The
Guarantor shall procure that the Issuers shall comply with and discharge their
respective obligations under each of the Agreements and the Notes.


 


5.           CONDITIONS
PRECEDENT


 


5.1        Conditions
precedent to first issue


The
relevant Issuer and the Guarantor agrees to deliver to each Dealer, prior to
the first issue of Notes to that Dealer, each of the documents set out in
Schedule 1 in form, substance and number reasonably requested by the relevant
Dealer.


 


5.2        Conditions
precedent to each issue


In
relation to each issue of Notes, it shall be a condition precedent to the
purchase thereof by any Dealer that (a) the representations and warranties
in Clause 3.1 shall be true and correct in all material respects on each
date upon which an agreement for the sale of Notes is made hereunder and on the
date on which such Notes are issued and that


 


12

















 


(b) there
is no other material breach of any of the obligations of the relevant Issuer or
the Guarantor or either of them under any of the Agreements, the Notes or the
Guarantee.


 


5.3        Sterling
Definitive Notes


 


In
relation to an issue of Sterling Definitive Notes (and if so agreed between the
relevant Issuer and the relevant Dealer), it shall be a condition precedent to
the purchase thereof by any Dealer that the relevant Issuer supplies to each
Dealer, not less than five days prior to the first issue of such Notes to that
Dealer, confirmation from the Issue and Paying Agent that the relevant agreed
forms of Definitive Note have been security printed and the same delivered to
the Issue and Paying Agent.


 


6.           TERMINATION AND
APPOINTMENT


 


6.1        Termination


The
Issuers may terminate the appointment of any Dealer, and any Dealer may resign,
on not less than ten days’ written notice to the relevant Dealer or the
Issuers, as the case may be. The Issuers shall promptly inform the other
Dealer(s), the Guarantor and the Issue and Paying Agent of any such termination
or resignation. The rights and obligations of each party hereto shall not
terminate in respect of any rights or obligations accrued or incurred before
the date on which such termination takes effect and the provisions of
sub-clause 4.1.2 and 4.1.3 shall survive termination of this Agreement and
delivery against payment for any of the Notes.


 


6.2        Additional
Dealers


Nothing
in this Agreement shall prevent the Issuers from appointing one or more
additional Dealers upon the terms of this Agreement provided that any
additional Dealer shall have first confirmed acceptance of its appointment upon
such terms in writing to the Issuers in substantially the form of the letter
set out in Schedule 5, whereupon it shall become a party to this Agreement
vested with all the authority, rights, powers, duties and obligations as if
originally named as a Dealer hereunder. The Issuers shall promptly inform the
other Dealer(s), the Guarantor and the Issue and Paying Agent of any such
appointment. The Issuers and the Guarantor hereby agrees to supply to such
additional Dealer, upon such appointment, such legal opinions as are specified
in paragraph 6 of Schedule 1, if requested, or reliance letters in respect
thereof.


 


7.           NOTICES


 


7.1        Addressee
for notices


All
notices and other communications hereunder shall, save as otherwise provided in
this Agreement, be made in writing and in English (by letter or fax) and shall
be sent to the intended recipient at the address or fax number and marked for
the attention of the person (if any) from time to time designated by that party
to the other parties hereto for such purpose. The initial address and fax
number so designated by each party are set out in the Programme Summary.


 


7.2        Effectiveness


Any
communication from any party to any other under this Agreement shall be
effective upon receipt by the addressee, 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


 


13

















 


effect
until 10.00 a.m. on the immediately succeeding business day in the place of the
addressee.


 


7.3        Assignment


If, at
any time, any Dealer shall transfer all or substantially all of its
euro-commercial paper business to any affiliate then, on the date such transfer
becomes effective, such affiliate shall become the successor to the relevant
Dealer under this Agreement without the execution or filing of any paper or any
further act on the part of the parties hereto so that the Issuers and the
Guarantor and such affiliate shall acquire and become subject to the same
rights and obligations between themselves as if they had entered into an
agreement in the form (the relevant changes having been made) of this Agreement.
After the said effective date all references in this Agreement to the relevant
Dealer shall be deemed to be references to such affiliate. The relevant Dealer
shall, as soon as reasonably practicable, give notice of any such transfer to
the Issuers. In this Clause 7.3, “affiliate”
means, in relation to any person, any entity controlled, directly or
indirectly, by such person, any entity that controls, directly or indirectly,
such person, or any entity under common control with such person. For this
purpose “control” of any entity or person means ownership of a majority of the
voting power of the entity or person.


 


8.           THIRD PARTY RIGHTS


A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.


 


9.           LAW AND
JURISDICTION


 


9.1        Governing
law


This
Agreement 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 Agreement
(including a dispute regarding the existence, validity or termination of this
Agreement) or the consequences of its nullity.


 


9.3        Appropriate
forum


The
parties 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 Dealers to take proceedings outside England


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


 


9.5        Process
agent


Each
Issuer and the Guarantor agrees that the documents which start any Proceedings
and any other documents required to be served in relation to those Proceedings
may be


 


14

















 


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 address of the relevant Issuer or 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 Issuers and
the Guarantor, the Issuers and the Guarantor shall, on the written demand of
any Dealer addressed and delivered to the Issuers and the Guarantor appoint a
further person in England to accept service of process on its behalf and,
failing such appointment within 15 days, any Dealer shall be entitled to
appoint such a person by written notice addressed to the Issuers and the
Guarantor and delivered to the Issuers and the Guarantor. Nothing in this
paragraph shall affect the right of any Dealer 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 Agreement 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.


 


10.        COUNTERPARTS


 


This
Agreement may be signed in any number of counterparts, all of which when taken
together shall constitute a single agreement.


 


AS
WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.


 


15

















 


SCHEDULE 1     

CONDITION PRECEDENT DOCUMENTS


 


1.           Certified copies of the
Issuers’ and the Guarantor’s constituting documents, together with English
translations, where required.


 


2.           Certified copies of all
documents evidencing the internal authorisations and approvals required to be
granted by the Issuers and the Guarantor in connection with the Programme,
together with English translations, where required.


 


3.           Certified copies of any
governmental or other consents and any filings required in connection with the
Programme, together with English translations, where required.


 


4.           Certified or conformed
copies of:


 


(a)            the Dealer Agreement, as
executed;


 


(b)            the Agency Agreement, as
executed;


 


(c)             the Deed of Covenant, as
executed; and


 


(d)            the Guarantee, as
executed.


 


5.           Copies of:


 


(a)            the confirmation of
acceptance of appointment from the agent for service of process; and


 


(b)            confirmation that the Deed
of Covenant and the Deed of Guarantee have been delivered to the Issue and
Paying Agent.


 


6.           Legal opinions from:


 


(a)            the associate general
counsel of Ecolab Inc. as to its due incorporation and the due authorisation
and execution of the Agreements in its capacities as both Issuer and Guarantor;


 


(b)            Clifford Chance as to the
laws of The Netherlands and Germany in respect of Ecolab B.V. and Ecolab
Holding GmbH respectively.


 


(c)             Clifford Chance as to the
laws of England.


 


7.           The Information Memorandum.


 


8.           A list of the names, titles
and specimen signatures of the persons authorised:


 


(a)            to sign on behalf of the
Issuers and the Guarantor this Agreement, the Deed of Covenant, the Agency
Agreement, the Notes and the Guarantee (as applicable);


 


(b)            to sign on behalf of the
Issuers and the Guarantor all notices and other documents to be delivered in
connection therewith; and


 


16

















 


(c)             to take any other action
on behalf of the Issuers and the Guarantor in relation to the Programme.


 


9.           Confirmation from the
Issuers or the Issue and Paying Agent that the relevant forms of Global Note
have been prepared and the same delivered to the Issue and Paying Agent.


 


10.        Confirmation that Standard
& Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc.,
and Moody’s Investors Service, Inc. respectively have granted ratings for the
Programme.


 


17

















 


SCHEDULE 2     

SELLING RESTRICTIONS


 


1.           General


 


By its
purchase and acceptance of Notes issued under this Agreement, each Dealer
represents, warrants and agrees that it will observe all applicable laws and
regulations in any jurisdiction in which it may offer, sell or deliver Notes;
and that it will not directly or indirectly offer, sell, resell, re-offer or
deliver Notes or distribute any Disclosure Document, circular, advertisement or
other offering material in any country or jurisdiction except under
circumstances that will result in compliance with all applicable laws and
regulations.


 


2.           The United
States of America


 


2.1        Regulation S
Restrictions


The
Notes have not been and will not be registered under the Securities Act and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons. Each Dealer represents and agrees that it has offered
and sold, and will offer and sell, Notes only outside the United States to non-U.S.
persons in accordance with Rule 903 of Regulation S under the Securities
Act. Accordingly, each Dealer represents and agrees that neither it, its
affiliates nor any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts with respect to the Notes, and that it
and they have complied and will comply with the offering restrictions
requirement of Regulation S. Each Dealer also agrees that, at or prior to
confirmation of sale of Notes, it will have sent to each distributor, dealer or
person receiving a selling concession, fee or other remuneration that purchases
Notes from it a confirmation or notice to substantially the following effect:


 


“The
Securities covered hereby have not been registered under the U.S. Securities
Act of 1933 (the “Securities Act”)
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons. Terms used above have the meanings given
to them by Regulation S under the Securities Act.”


 


Terms
used in this paragraph have the meanings given to them by Regulation S
under the Securities Act.


 


2.2        Tax
Restrictions


2.2.1        Except to the extent permitted
under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), each Dealer (A) represents that it has not offered
or sold, and agrees that during the restricted period it will not offer or
sell, Notes (or interests therein) to a person who is within the United States
or its possessions or to a United States person, and (B) represents that it has
not delivered and agrees that it will not deliver within the United States or
its possessions definitive Notes that are sold during the restricted period;


 


2.2.2        each Dealer represents that it
has in effect, and agrees that throughout the restricted period it will have in
effect, procedures reasonably designed to ensure


 


18

















 


that its employees and agents who are
directly engaged in selling Notes (or interests therein) are aware that such
Notes (or interests therein) may not be offered or sold during the restricted
period to a person who is within the United States or its possessions or to a
United States person, except as permitted by the D Rules;


 


2.2.3        if it is a United States
person, each Dealer represents that it is acquiring the Notes (or interests
therein) for purposes of resale in connection with their original issue and if
it retains Notes (or interests therein) for its own account, it will only do so
in accordance with the requirements of U.S. Treas. Reg.
§1.163-5(c)(2)(i)(D)(6)(i); and


 


2.2.4        with respect to each affiliate
that acquires Notes (or interests therein) for the purpose of offering or
selling such Notes (or interests therein) during the restricted period, each
Dealer either (A) repeats and confirms the representations and agreements
contained in subparagraphs 2.2.1 to 2.2.3 on its behalf or (B) agrees that it
will obtain from such affiliate for the benefit of the relevant Issuer the
representations and agreements contained in subparagraphs 2.2.1 to 2.2.3.


 


Terms
used in this paragraph 2.2 and not defined herein have the meanings given to
them by the U.S. Internal Revenue Code and regulations thereunder, including
the D Rules.


 


3.           The United
Kingdom


 


In
relation to each issue of Notes, the Dealer purchasing such Notes represents,
warrants and undertakes to the relevant Issuer and the Guarantor (where
appropriate) that:


 


3.1


 


3.1.1        it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business; and


 


3.1.2        it has not offered or sold and
will not offer or sell any Notes other than to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or who
it is reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses where the issue of
the Notes would otherwise constitute a contravention of section 19 of the
Financial Services and Markets Act 2000 (the “FSMA”)
by the relevant Issuer or the Guarantor;


 


3.2        it has only communicated or
caused to be communicated and will only communicate or cause to be communicated
an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the FSMA) received by it in connection with the issue
or sale of any Notes in circumstances in which section 21(1) of the FSMA does
not apply to the relevant Issuer or the Guarantor; and


 


19

















 


3.3        it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Notes in, from or otherwise involving the United
Kingdom.


 


4.           Japan


 


The
Notes have not been and will not be registered under the Securities and
Exchange Law of Japan and, accordingly, each Dealer undertakes that it will not
offer or sell any Notes, directly or indirectly, in Japan or to, or for the
benefit of any Japanese Person or to others for re-offering or resale, directly
or indirectly, in Japan or to any Japanese Person expect under circumstances
which will result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant Japanese governmental and regulatory authorities
and in effect at the relevant time. For the purposes of this paragraph, “Japanese
Person” shall mean any person resident in Japan, including any corporation or
other entity organised under the laws of Japan.


 


5.           Switzerland


 


Each
Dealer agrees that any issue of Notes denominated in Swiss Francs will be in
compliance with the guidelines of the Swiss National Bank regarding issues of
Swiss Franc denominated debt securities.


 


6.           The Netherlands


 


6.1        Notes issued by Ecolab Holding
GmbH shall only be offered and sold to individuals or entities resident,
domiciled or established in The Netherlands (“Dutch Residents”) in accordance with the following
conditions (“High Denomination Notes”):


 


6.1.1        such Notes shall upon the
relevant Issue Date have a minimum denomination of at least EUR100,000  (or its foreign currency equivalent);


 


6.1.2        either Ecolab Holding GmbH is
not reasonably able to identify any Dutch Resident holders of such Notes on the
relevant Issue Date (other than the Dealers), or to the extent such Notes are
issued directly to such holders or issued in circumstances where Ecolab Holding
GmbH is reasonably aware of their identity on or prior to the Issue Date (as
will be the case for the Dealers), such holders must qualify as a professional
market party (“PMP”) within the
meaning of the Exemption Regulation under the Dutch Act on the Supervision of
Credit Institutions 1992 (Wet toezicht
kredietwezen 1992; the “Exemption Regulation”)
and be verified as such by Ecolab Holding GmbH on or prior to such Issue Date
in accordance with the Dutch Central Bank’s 2005 policy rules pursuant to the
Exemption Regulation (Beleidsregels 2005
kernbegrippen markttoetreding en handhaving Wtk 1992);


 


6.1.3        such Notes are held at the time of
issuance through a clearing system that is established in a European Economic
Area member state, the United Sates, Japan, Australia, Canada or Switzerland in
which securities can only be held through a licensed bank or securities firm or
directly by a member of such clearing system qualifying as a PMP.


 


20

















 


6.2        Notwithstanding the provisions
of paragraph (a) above, Zero Coupon Notes (as defined below) in definitive form
of the relevant Issuer may only be transferred and accepted, directly or
indirectly, within, from or into The Netherlands through the mediation of
either the relevant Issuer or a member firm of Euronext Amsterdam N.V. in full
compliance with the Dutch Savings Certificates Act (Wet inzake
spaarbewijzen) of 21 May 1985 (as amended) and its implementing
regulations. No such mediation is required: (a) in respect of the transfer and
acceptance of rights representing an interest in a Zero Coupon Note in global
form, or (b) in respect of the initial issue of Zero Coupon Notes in definitive
form to the first holders thereof, or (c) in respect of the transfer and
acceptance of Zero Coupon Notes in definitive form between individuals not
acting in the conduct of a business or profession, or (d) in respect of the
transfer and acceptance of such Zero Coupon Notes within, from or into The
Netherlands if all Zero Coupon Notes (either in definitive form or as rights
representing an interest in a Zero Coupon Note in global form) are issued
outside The Netherlands and are not distributed into The Netherlands in the
course of initial distribution or immediately thereafter. As used herein “Zero Coupon Notes” are Notes that are in bearer form and
that constitute a claim for a fixed sum against the relevant Issuer and on
which interest does not become due during their tenor or on which no interest
is due whatsoever.


 


21

















 


SCHEDULE 3     

PROGRAMME SUMMARY


 


	
  Issuer/Guarantor

  	
   

  	
   

  	
   

  	
  Issuer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ecolab Inc.

  	
   

  	
   

  	
   

  	
  Ecolab B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  370 North Wabasha Street,

  St. Paul,

  MN 55102-1390,

  U.S.A.

  	
   

  	
  Address:

  	
   

  	
  Edisonbaan 9-11
3439 MN Nieuwegein
The Netherlands

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 1 651 293 4506

  	
   

  	
  Telephone:

  	
   

  	
  +32 2 46 75144

  
	
  Fax:

  	
   

  	
  + 1 651 293 2379

  	
   

  	
  Fax:

  	
   

  	
  +32 2 46 75133

  
	
  Contact:

  	
   

  	
  Assistant Treasurer

  	
   

  	
  Contact:

  	
   

  	
  BENELUX
  Controller

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (cc. Ecolab
  Inc. as specified above)

  
	
  Issuer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ecolab Holding

  GmbH

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Reisholzer Werftstraße
38-42,
D-40589 Düsseldorf,
Germany

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  +49 211 9893
  270

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +49 211 9893
  297

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Tax and
  Treasury, Europe

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (cc. Ecolab
  Inc. as specified

  above)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dealer and Arranger

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse First Boston
  (Europe) Limited

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  One Cabot Square

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  London E14 4QJ

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44 20 7888 9968

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44 20 7905 6132

  	
   

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Commercial Paper Desk

  	
   

  	
   

  	
   

  	
   

  



 


22

















 


	
  Dealer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank International plc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Citigroup Centre

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Canada Square

  Canary Wharf

  London E14 5LB

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44 20 7986 9070

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44 20 7986 6837

  	
   

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Short-Term Fixed Income Desk

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue and Paying Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  5 Carmelite Street

  London EC4Y 0PA

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44 20 7508 3826

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44 20 7508 3884

  	
   

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Global Agency and Trust

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Maximum

  Amount:

  	
   

  	
   

  	
   

  	
  Denominations:

  	
   

  
	
  U.S.$200,000,000

  	
   

  	
   

  	
   

  	
  U.S.$500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (or other conventionally accepted
  Denominations in other currencies, provided that the Dollar Equivalent of any
  Note must be at least U.S.$500,000 on the issue date).

  	
   

  



 


23

















 


	
  Governing Law:

  	
   

  	
   

  	
   

  	
  Form of Notes:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agreements:

  

  Notes:

  	
   

  	
  English

  

  English

  	
   

  	
  The Notes will be in bearer form. The
  Notes will initially be in global form (“Global
  Notes”) or in the case of Sterling-denominated Notes, in
  definitive form (“Sterling Definitive Notes”).
  A Global Note will be exchangeable into definitive notes (“Definitive Notes”) only in the
  circumstances set out in that Global Note (and as summarised below).

  

  Exchangeable Global Notes. A Global Note will be exchangeable, in whole but
  not in part, for Definitive Notes after surrender of the Global Note to the
  Issue and Paying Agent only (i) if default is made in payment of any sum due
  under the Notes represented by such Global Note, or (ii) if Euroclear or
  Clearstream, Luxembourg or any relevant clearing system is closed for a
  continuous period of 14 days or more (other than by reason of weekends or
  public holidays, statutory or otherwise).

  

  Sterling Definitive Notes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notes may be issued at a discount to face
  value or may bear fixed or floating rate interest or may be Index Linked Notes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Term:

  	
   

  	
   

  	
   

  	
  Maximum Term:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One day

  	
   

  	
   

  	
   

  	
  183 days

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clearing Systems:

  	
   

  	
   

  	
   

  	
  Selling Restrictions:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Euroclear Bank S.A./N.V., as operator of
  the Euroclear system

  	
   

  	
   

  	
   

  	
  U.S.A.

  United Kingdom

  	
   

  
	
  Euroclear France

  	
   

  	
   

  	
   

  	
  Japan

  	
   

  
	
  Clearstream Banking, société anonyme,
  Luxembourg

  	
   

  	
   

  	
   

  	
  Switzerland

  The Netherlands

  	
   

  
	
  (or such other recognised clearing system
  as may be agreed between the relevant Issuer and the Issue and Paying Agent
  and in which Notes may from time to time be held)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent for Service of Process:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Law Debenture Corporate
  Services Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Fifth Floor

  	
   

  	
   

  	
   

  



 


24

















 


	
   

  	
   

  	
  100 Wood Street

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  London EC2V 7EX

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  +44 20 7606 5451

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44 20 7606 0643

  	
   

  	
   

  	
   

  
	
  Telex:

  	
   

  	
  888347/8956803

  	
   

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Service of Process

  	
   

  	
   

  	
   

  



 


25

















 


SCHEDULE 4     

INCREASE OF MAXIMUM AMOUNT


 


[Letterhead
of Ecolab]


 


[Date]


 


To:          Credit Suisse First Boston
(Europe) Limited


Citibank International plc


Citibank, N.A. (as Issue and Paying Agent])


 


Dear
Sirs


 


U.S.$200,000,000
Euro-commercial paper programme


 


We
refer to an amended and restated dealer agreement dated 2 December 2005 (the “Dealer Agreement”) between ourselves as Issuers, the
Guarantor, the Arranger and the Dealers party thereto relating to a
U.S.$200,000,000 Euro-commercial paper programme (the “Programme”). Terms used in the Dealer Agreement shall have
the same meaning in this letter.


 


In
accordance with Clause 2.5 of the Dealer Agreement, we hereby notify each
of the addressees listed above that the Maximum Amount of the Programme is to
be increased from U.S.$[ ],000,000 to U.S.$[ ],000,000 with effect from [date], subject to delivery of the following documents:


 


(a)         an updated or supplemental
Information Memorandum reflecting the increase in the Maximum Amount of the
Programme;


 


(b)         certified copies of all
documents evidencing the internal authorisations and approvals required to be
granted by the Issuers and the Guarantor for such increase in the Maximum
Amount;


 


(c)         certified copies of [specify any governmental or other consents required by the Issuers and
the Guarantor] for such
increase;


 


(d)         legal opinions from (i) the
associate general counsel of Ecolab Inc. and (ii) Clifford Chance as to the
laws of The Netherlands, Germany and the United Kingdom relating to such
increase;


 


(e)         a list of names, titles and
specimen signatures of the persons authorised to sign on behalf of the Issuers
and the Guarantor all notices and other documents to be delivered in connection
with such an increase in the Maximum Amount; and


 


(f)          written confirmation that
Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies
Inc., and Moody’s Investors Service, Inc. respectively are maintaining their
current ratings for the Programme.


 


26

















 


From
the date on which such increase in the Maximum Amount becomes effective, all
references in the Dealer Agreement to the Maximum Amount or the amount of the
Programme shall be construed as references to the increased Maximum Amount as
specified herein.


 


Yours
faithfully


 


 


	
   

  	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  for
  and on behalf of

  
	
  ECOLAB INC. (in its capacity as Issuer)

  	
  ECOLAB B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  for and
  on behalf of

  	
   

  
	
  ECOLAB HOLDING GMBH 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB INC. (in its capacity as

  Guarantor)

  



 


27

















 


SCHEDULE 5

APPOINTMENT OF NEW DEALER


 


[Letterhead
of Ecolab]


 


[Date]


 


To:          [Name of new Dealer]


 


 


Dear
Sirs


U.S.$[•]00,000,000 Euro-commercial paper programme


 


We
refer to an amended and restated dealer agreement dated 2 December 2005 (the “Dealer Agreement”) between ourselves as Issuers, the
Arranger and the Dealers party thereto relating to a U.S.$[•]00,000,000 Euro-commercial paper programme (the “Programme”). Terms used in the Dealer Agreement shall have
the same meaning in this letter.


 


In
accordance with Clause 6.2 of the Dealer Agreement, we hereby appoint you
as an additional dealer for the Programme upon the terms of the Dealer
Agreement with [immediate effect/effect from [date]].
Please confirm acceptance of your appointment upon such terms by signing and
returning to us the enclosed copy of this letter, whereupon you will, in accordance
with Clause 6.2 of the Dealer Agreement, become a party to the Dealer
Agreement vested with all the authority, rights, powers, duties and obligations
as if originally named as a Dealer thereunder.


 


Yours
faithfully


 


 


	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB INC. (in its capacity as Issuer)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB B.V.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB HOLDING GMBH

  



 


28

















 


	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB INC. (in its capacity as Guarantor)

  



 


[On
copy]


 


We
hereby confirm acceptance of our appointment as a Dealer upon the terms of the
Dealer Agreement referred to above. For the purposes of Clause 7 (Notices), our contact details are as follows:


 


 


[Name
of Dealer]


 


Address:                [                    ]


 


Telephone:            [                    ]


 


Fax:                        [                    ]


 


Telex:                     [                    ]


 


Contact:                                [                    ]


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  



for [Name of new Dealer]


 


29

















 


SCHEDULE 6     

FORM OF CALCULATION AGENCY AGREEMENT


 


THIS
AGREEMENT is made on [date]


 


BETWEEN


 


(1)         [ECOLAB
INC./ECOLAB B.V./ECOLAB HOLDING GMBH] (delete as appropriate)(the “Issuer”); [and]


 


(2)         [ECOLAB INC (the “Guarantor”);
and] (delete where Ecolab Inc. is the Issuer)


 


(3)         [CALCULATION
AGENT], as the calculation agent appointed pursuant
to Clause 2 hereof (the “Calculation Agent”,
which expression shall include any successor thereto).


 


WHEREAS:


 


(A)        Under an amended and restated
dealer agreement (as amended, supplemented and/or restated from time to time,
the “Dealer Agreement”) dated 2 December
2005 and made between the Issuers, the Guarantor, the Arranger and the
Dealer(s) referred to therein, and an amended and restated note agency
agreement (as amended, supplemented and/or restated from time to time, the “Agency Agreement”) dated 2 December 2005 and made between
the Issuers, the Guarantor and the agents referred to therein, the Issuers
established a Euro-commercial paper programme (the “Programme”).


 


(B)        The Dealer Agreement contemplates,
among other things, the issue under the Programme of index linked notes and
provides for the appointment of calculation agents in relation thereto. Each
such calculation agent’s appointment shall be on substantially the terms and
subject to the conditions of this Agreement.


 


IT
IS AGREED as follows:


 


1.           INTERPRETATION


 


1.1        Definitions


Terms
not expressly defined herein shall have the meanings given to them in the
Dealer Agreement or the Agency Agreement.


 


1.2        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.


 


1.3        Index Linked
Notes


“Relevant Index Linked Notes” means such Index Linked Notes
in respect of which the Calculation Agent is appointed.


 


30

















 


2.           APPOINTMENT OF
CALCULATION AGENT


 


The
Issuer appoints the Calculation Agent as its agent for the purpose of
calculating the redemption amount and/or, if applicable, the amount of interest
in respect of the Relevant Index Linked Notes upon the terms and subject to the
conditions of this Agreement. The Calculation Agent accepts such appointment.


 


3.           DETERMINATION
AND NOTIFICATION


 


3.1        Determination


The
Calculation Agent shall determine the redemption amount of, and/or, if
applicable, the amount of interest payable on, each Relevant Index Linked Note
in accordance with the redemption calculation applicable thereto.


 


3.2        Notification


 


The
Calculation Agent shall as soon as it has made its determination as provided
for in Clause 3.1 above (and, in any event, no later than the close of
business on the date on which the determination is made) notify the Issuer and
the Issue and Paying Agent (if other than the Calculation Agent) of the
redemption amount and/or, if applicable, the amount of interest so payable.


 


4.           STAMP DUTIES


The
Issuer will pay all stamp, registration and other taxes and duties (including
any interest and penalties thereon or in connection therewith) payable in
connection with the execution, delivery and performance of this Agreement.


 


5.           INDEMNITY AND
LIABILITY


 


5.1        Indemnity


The
Issuer shall indemnify and hold harmless on demand the Calculation Agent
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 arising out of the exercise of its powers and duties as
Calculation Agent under this Agreement, except such as may result from its own
negligence or bad faith or that of its officers, employees or agents.


 


5.2        Liability


The
Calculation Agent may consult as to legal matters with lawyers selected by it,
who may be employees of, or lawyers to, the Issuer. If such consultation is
made, the Calculation Agent shall be protected and shall incur no liability for
action taken or not taken by it as Calculation Agent or suffered to be taken
with respect to such matters in good faith, without negligence and in
accordance with the opinion of such lawyers.


 


6.           CONDITIONS OF
APPOINTMENT


 


The
Calculation Agent and the Issuer agree that its appointment will be subject to
the following conditions:


 


(a)            No obligations:
in acting under this Agreement, the Calculation
Agent shall act as an independent expert and shall not assume any obligations
towards or


 


31

















 


relationship of agency or trust with the
Issuer or the owner or holder of any of the Relevant Index Linked Notes or any
interest therein;


 


(b)            Notices: unless otherwise specifically provided in this Agreement, any order,
certificate, notice, request, direction or other communication from the Issuer
made or given under any provision of this Agreement shall be sufficient if
signed or purported to be signed by a duly authorised employee of the Issuer;


 


(c)             Duties: the Calculation Agent shall be obliged to perform only those duties
which are set out in this Agreement and in the redemption calculation relating
to the Relevant Index Linked Notes;


 


(d)            Ownership,
interest: the Calculation Agent and its officers
and employees, in its individual or any other capacity, may become the owner
of, or acquire any interest in, any Relevant Index Linked Notes with the same
rights that the Calculation Agent would have if it were not the Calculation
Agent hereunder; and


 


(e)             Calculations
and determinations: all calculations and
determinations made pursuant to this Agreement by the Calculation Agent shall
(save in the case of manifest error) be binding on the Issuer, the Calculation
Agent and (if other than the Calculation Agent) the holder(s) of the Relevant
Index Linked Notes and no liability to such holder(s) shall attach to the
Calculation Agent in connection with the exercise by the Calculation Agent of
its powers, duties or discretion under or in respect of the Relevant Index
Linked Notes in accordance with the provisions of this Agreement, except such
as may result from its own gross negligence or bad faith or that of its
officers, employees or agents.


 


7.           ALTERNATIVE
APPOINTMENT


 


If, for
any reason, the Calculation Agent ceases to act as such or fails to comply with
its obligations under Clause 3, the Issuer shall appoint [the Issue and
Paying Agent] as calculation agent in respect of the Relevant Index Linked
Notes.


 


8.           THIRD PARTY
RIGHTS


 


A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.


 


9.           LAW AND
JURISDICTION


 


9.1        Governing law


This
Agreement is governed by, and shall be construed in accordance with, English
law.


 


9.2        Jurisdiction


The
Issuer agrees for the benefit of the Calculation Agent that the courts of
England shall have jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes, which may arise out of or in connection
with this Agreement (respectively,


 


32

















 


“Proceedings” and “Disputes”) and,
for such purposes, irrevocably submits to the jurisdiction of such courts.


 


9.3        Appropriate
forum


The
Issuer irrevocably waives any objection which it might now or hereafter have to
the courts of England being nominated as the forum to hear and determine any
Proceedings and to settle any Disputes, and agrees not to claim that any such
court is not a convenient or appropriate forum.


 


9.4        Process agent


The
Issuer agrees that the process by which any Proceedings in England are begun
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. If such person is not or ceases to be
effectively appointed to accept service of process on behalf of the Issuer, the
Issuer shall, on the written demand of the Calculation Agent addressed to the
Issuer and delivered to the Issuer appoint a further person in England to
accept service of process on its behalf and, failing such appointment within 15
days, the Calculation Agent shall be entitled to appoint such a person by
written notice addressed to the Issuer and delivered to the Issuer. Nothing in
this paragraph shall affect the right of the Calculation Agent to serve process
in any other manner permitted by law.


 


9.5        Non exclusivity


The
submission to the jurisdiction of the courts of England shall not (and shall
not be construed so as to) limit the right of the Calculation Agent to take
Proceedings in any other court of competent jurisdiction, nor shall the taking
of Proceedings in any one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not) if and to
the extent permitted by law.


 


10.        COUNTERPARTS


 


This
Agreement may be signed in any number of counterparts, all of which when taken
together shall constitute a single agreement.


 


AS
WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.


 


 


	
  [ECOLAB INC. (in its capacity as Issuer)

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ECOLAB B.V.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


33

















 


	
  ECOLAB HOLDING GMBH

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ECOLAB INC. (in its capacity as Guarantor)

  
	
   

  	
   

  
	
  By:

  	
   

  	
  ]*

  



 


(*Delete as appropriate)


 


34

















 


Signature
Page


 


	
  The Issuers

  
	
   

  	
   

  
	
  ECOLAB INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  
	
  ECOLAB B.V.

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  
	
  ECOLAB HOLDING GMBH

  
	
   

  	
   

  
	
  By:

  	
  /s/Timothy
  P. Dordell

  	
   

  
	
   

  	
   

  
	
   

  
	
  The Guarantor

  
	
   

  	
   

  
	
  ECOLAB INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  
	
  The Arranger

  
	
   

  	
   

  
	
   

  
	
  CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

  
	
   

  	
   

  
	
  By:

  	
  /s/[signatory
  unrecognized]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Dealers

  
	
   

  	
   

  
	
  CITIBANK INTERNATIONAL plc

  
	
   

  	
   

  
	
  By: 

  	
  /s/[signatory
  unrecognized]

  	
   

  
	
   

  	
   

  
	
   

  
	
  CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED

  
	
   

  
	
  By:

  	
  /s/[signatory
  unrecognized]

  	
   

  



 


35