EXHIBIT 10.A(iii)d


 


MTN Programme Master Note


 


 


Ecolab Finance Pty Limited


ACN 082 979 655


 


 


in favour of


 


 


Each of the Holders of Notes


 


 


F R E E H I L L


H O L L I N G D A L E


& P A G E


 


 


MLC  Centre  Martin 
Place  Sydney  New 
South  Wales  2000 
Australia


Telephone (02) 9225 5000 Int+ (61 2) 9225 5000 Facsimile (02) 9322 4000
DX 361 Sydney


Reference: SMcG:36E


 


SYDNEY  MELBOURNE  PERTH 
CANBERRA  BRISBANE  SINGAPORE 
HANOI  HO CHI MINH CITY

CORRESPONDENT OFFICE IN JAKARTA


 


Liability is limited by the Solicitors Scheme under the Professional
Standards Act 1994(NSW)


 

















 


Table
of contents


 


	
  Clause

  
	
   

  	
   

  
	
  1 Definitions and Interpretation

  
	
   

  	
   

  
	
   

  	
  1.1
  Definitions

  
	
   

  	
  1.2
  Interpretation

  
	
   

  	
   

  
	
  2 Notes

  
	
   

  	
   

  
	
   

  	
  2.1 MTNs

  
	
   

  	
  2.2 Ownership

  
	
   

  	
  2.3
  Principal Amount

  
	
   

  	
  2.4 Acknowledgment of undertaking to pay

  
	
   

  	
  2.5 Substitution of Issuer

  
	
   

  	
   

  
	
  3
  Issue of MTNs

  
	
   

  	
   

  
	
   

  	
  3.1
  Issue of MTNs

  
	
   

  	
  3.2
  Term of MTNs

  
	
   

  	
   

  
	
  4 Rights and obligations of Holders

  
	
   

  	
   

  
	
   

  	
  4.1 Rights and obligations of Holders

  
	
   

  	
  4.2 Deed poll

  
	
   

  	
   

  
	
  5
  Register

  
	
   

  	
   

  
	
   

  	
  5.1 Register

  
	
   

  	
  5.2 Registrar

  
	
   

  	
  5.3 Certified extracts

  
	
   

  	
  5.4 Register is paramount

  
	
   

  	
  5.5 Closure of Register

  
	
   

  	
   

  
	
  6
  General

  
	
   

  	
   

  
	
   

  	
  6.1 Notices

  
	
   

  	
  6.2 Governing law and jurisdiction

  
	
   

  	
  6.3 Attorneys

  
	
   

  	
   

  
	
  Schedule 1 - General Conditions of the MTNs

  
	
   

  	
   

  
	
  1
  Definitions

  
	
   

  	
   

  
	
   

  	
  1.1 Definitions

  
	
   

  	
  1.2
  Master Note

  
	
   

  	
   

  
	
  2 Form, denomination and title

  
	
   

  	
   

  
	
   

  	
  2.1 Form and denomination

  
	
   

  	
  2.2 Ownership

  
	
   

  	
  2.3
  No Certificate

  
	
   

  	
  2.4
  Type of MTNs

  



 


1

















 


	
  Clause

  
	
   

  
	
  3 Status and guarantee

  
	
   

  	
   

  
	
   

  	
  3.1 Status

  
	
   

  	
  3.2 Guarantee

  
	
   

  	
   

  
	
  4
  Interest

  
	
   

  
	
   

  	
  4.1 Interest

  
	
   

  	
  4.2 Accrual of interest

  
	
   

  	
  4.3 Interest Payment Date

  
	
   

  	
  4.4
  Interest Rate

  
	
   

  	
  4.5
  Interest Amount

  
	
   

  	
  4.6 Notification of Interest Rate and
  Interest Amount

  
	
   

  	
   

  
	
  5 Redemption and Purchase

  
	
   

  	
   

  
	
   

  	
  5.1
  Redemption

  
	
   

  	
  5.2 Purchase

  
	
   

  	
  5.3
  Cancellation

  
	
   

  	
   

  
	
  6
  Payments

  
	
   

  	
   

  
	
   

  	
  6.1 Payments

  
	
   

  	
  6.2
  Fiscal laws

  
	
   

  	
  6.3 Payment to Registrar or Austraclear

  
	
   

  	
  6.4 Release

  
	
   

  	
   

  
	
  7
  Taxation

  
	
   

  	
   

  
	
   

  	
  7.1
  Payments in gross

  
	
   

  	
  7.2 Interest withholding tax

  
	
   

  	
  7.3
  Tax file number

  
	
   

  	
   

  
	
  8
  Prescription

  
	
   

  	
   

  
	
   

  	
  8.1
  Prescription

  
	
   

  	
   

  
	
  9
  Events of Default

  
	
   

  	
   

  
	
   

  	
  9.1
  Events of Default

  
	
   

  	
  9.2 Repayment in Event of Default

  
	
   

  	
  9.3 Repayment upon illegality

  
	
   

  	
   

  
	
  10
  Transfers

  
	
   

  	
   

  
	
   

  	
  10.1 Transfers

  
	
   

  	
  10.2 Transfer and Acceptance Forms

  
	
   

  	
  10.3 Registration requirements of transfer

  
	
   

  	
  10.4 Registration of transfers

  
	
   

  	
  10.5 Transfers to be excluded offers

  
	
   

  	
  10.6 No fee

  
	
   

  	
  10.7 Registration of transfer

  
	
   

  	
  10.8 Marking of transfer

  



 


2

















 


	
  Clause

  
	
   

  
	
   

  	
  10.9
  Destruction

  
	
   

  	
   

  
	
  11 Meeting of Holders

  
	
   

  	
   

  
	
   

  	
  11.1 Meeting of Holders

  
	
   

  	
  11.2 Amendment of Conditions

  
	
   

  	
   

  
	
  12
  Registrar

  
	
   

  	
   

  
	
   

  	
  12.1 Registrar

  
	
   

  	
   

  
	
  13
  Amendments

  
	
   

  	
   

  
	
   

  	
  13.1
  Amendments

  
	
   

  	
   

  
	
  14
  Notices

  
	
   

  	
   

  
	
   

  	
  14.1 Notices

  
	
   

  	
   

  
	
  15
  Further Issues

  
	
   

  	
   

  
	
   

  	
  15.1
  Further issues

  
	
   

  	
   

  
	
  16
  Governing law

  
	
   

  	
   

  
	
   

  	
  16.1
  Governing law

  
	
   

  	
  16.2
  Jurisdiction

  
	
   

  	
   

  
	
  Schedule
  2 - Provision for Meetings of Holders

  



 


3

















 


This
Master Note


 


	
   

  	
  is made on
  10 July 1998

  
	
   

  	
   

  
	
   

  	
  BY

  
	
   

  	
   

  	
  Ecolab Finance Pty Limited

  ACN 082 979 655

  of Level 26

  50 Bridge Street

  Sydney, New South Wales

  (Issuer)

  
	
   

  	
   

  	
   

  
	
   

  	
  IN FAVOUR OF

  
	
   

  	
   

  
	
   

  	
   

  	
  Each of the Holders of MTNs

  
	
   

  	
   

  	
   

  
	
  Recitals

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  The Issuer
  proposes to issue MTNs pursuant to the terms of this Master Note.

  
	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  The MTNs
  will be issued in registered form by registration in the Register.

  
	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  The Issuer
  has authorised the issue of MTNs up to an aggregate principal amount of
  $200,000,000 (or such other amount as may be agreed under the Dealer
  Agreement).

  



 


This
deed poll witnesses that:


 


1                                         Definitions and Interpretation


 


1.1                               Definitions


 


In this Master
Note:


 


Arranger means
Citisecurities Limited;


 


Austraclear means
Austraclear Limited;


 


Austraclear System
means the clearing and settlement services and systems operated by Austraclear
for securities in accordance with the Regulations;


 


Business Day means a
day on which banks and foreign exchange markets are open for business in
Sydney;


 


Conditions means in
respect of a MTN:


 


(a)                                  the
General Conditions; and


 


(b)                                 the
terms and conditions set out in the Pricing Supplement applicable to the MTN;


 


Dealer means:


 


(a)                                  in
respect of any Series, the Dealers who are or are to be the Dealers for that
Series under the Dealer Agreement; and


 


4

















 


(b)                                 in
any other case, each party who is a Dealer under the Dealer Agreement at the
relevant time;


 


Dealer Agreement
means the agreement dated on or about the same date as this Master Note between
the Issuer, the Arranger and the Dealers;


 


Deed of Guarantee and Negative Pledge means
the deed poll dated on or about the date of this Master Note executed by the
Guarantor;


 


Dollars, A$ and $ means the lawful currency of the
Commonwealth of Australia;


 


Facility means the
medium term note programme made available by the Dealers to the Issuer under
the Dealer Agreement;


 


General Conditions
means the General Conditions applicable to MTNs set out in schedule 1;


 


Guarantor means
Ecolab, Inc. incorporated under the laws of the State of Delaware, United
States of America;


 


Holder means:


 


(a)                                  a
person who is registered in the Register as the holder or owner of a MTN; and


 


(b)                                 in
respect of a MTN, the person who is registered in the Register as the holder or
owner of that MTN;


 


Information Memorandum
means at any time:


 


(a)                                  the
Information Memorandum dated on or about the date of this Master Note or the
most recent Information Memorandum, as the case may be, prepared by the Issuer
in connection with the Facility;


 


(b)                                 any
document incorporated by reference in, or forming part of, the Information
Memorandum;


 


(c)                                  in
respect of any Series or MTN, any Pricing Supplement issued in connection with
the Series or applicable to the MTN, as the case may be; and


 


(d)                                 any
other information authorised by the Issuer to be circulated at any time by any
Dealer;


 


Interest Commencement Date
has the meaning as defined in the General Conditions;


 


Interest Payment Date
means in respect of a MTN which bears an Interest Rate, a date recorded or to
be recorded in the Register and specified in the Pricing Supplement applicable
to the MTN as a date for the payment of interest on that MTN;


 


Interest Period
means in respect of a MTN which bears an Interest Rate, the period from and
including an Interest Payment Date (or in the case of the first Interest Period
the Issue Date) to but excluding the next Interest Payment Date or such period
as recorded or to be recorded in the Register as the Interest Period;


 


Interest Rate means
in respect of a MTN which bears an interest rate, the interest rate recorded or
to be recorded in the Register and specified in the Pricing


 


5

















 


Supplement applicable
to the MTN subject in each case to adjustment, if any, in accordance with the
Conditions;


 


Issue Date means in
respect of a MTN, the date for the issue of the MTN recorded or to be recorded
in the Register and specified in the Pricing Supplement applicable to the MTN;


 


MTN means an
obligation of the Issuer to a person in respect of indebtedness of the Issuer
to that person under this Master Note, ownership of which is recorded in and
evidenced by registration in the Register;


 


Master Note means
this deed poll in favour of the Holders;


 


Maturity Date means
in respect of a MTN, the date for final redemption of the MTN recorded or to be
recorded in the Register and specified in the Pricing Supplement applicable to
the MTN;


 


Pricing Supplement
means in respect of a Series or a MTN, the Pricing Supplement issued or to be
issued by the Issuer specifying:


 


(a)                                  the
Issue Date and Maturity Date of the MTNs;


 


(b)                                 if
the MTNs bear an Interest Rate, the Interest Rate and Interest Payment Dates of
the MTNs; and


 


(c)                                  any
other Conditions of the MTNs other than the General Conditions;


 


Principal Amount
means, in respect of a MTN at any time:


 


(a)                                  unless
paragraph (b) or (c) applies, the face value amount of the MTN recorded or to
be recorded in the Register;


 


(b)                                 in
the case of any MTN that may be redeemed by instalments (other than an MTN to
which paragraph (c) applies), the face value amount recorded in the Register
less the aggregate Redemption Amounts that have been repaid on or before that
time; or


 


(c)                                  the
principal amount of the MTN as determined in accordance with the Conditions
recorded in the Register;


 


Redemption Amount
means, in respect of an MTN, the whole or any part of the Principal Amount of
the MTN recorded or to be recorded in the Register as payable by the Issuer on
a Redemption Date;


 


Redemption Date
means, in respect of a MTN, the Maturity Date and in the case of any MTN that
may be redeemed by instalments, any other date recorded or to be recorded in
the Register as a date for the partial redemption of the MTN;


 


Register means the
register of the Holders as maintained by the Registrar pursuant to the Registry
Services Deed;


 


Registrar means
Perpetual Trustee Company Limited;


 


Registry Services Deed
means the deed dated on or about the same date as this Master Note between the
Registrar and the Issuer;


 


Regulations means
the Operating Manual and Regulations of Austraclear;


 


Related Corporation
has the  meaning “related body
corporate” has under the Corporations Law;


 


6

















 


Series means any
MTNs having or to have the same Issue Date, Maturity Date and other Conditions;


 


Transfer and Acceptance Form
means a form for the transfer of MTNs available from the Registrar and being in
a form consistent with current market practice.


 


1.2                               Interpretation


 


In this Master
Note, unless the context otherwise requires:


 


(a)                                  headings
and underlinings are for convenience only and do not affect the interpretation
of this Master Note;


 


(b)                                 words
importing the singular include the plural and vice versa;


 


(c)                                  words
importing a gender include any gender;


 


(d)                                 other
parts of speech and grammatical forms of a word or phrase defined in this
Master Note have a corresponding meaning;


 


(e)                                  an
expression importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate and any Governmental
Agency;


 


(f)                                    a
reference to any thing (including, but not limited to, any right) includes a
part of that thing;


 


(g)                                 a
reference to a part, clause, party or schedule is a reference to a part and
clause of, and a party and schedule to, this Master Note and a reference to
this Master Note includes any schedule;


 


(h)                                 a
reference to:


 


(1)                                  a
statute, regulation, proclamation, ordinance or by-law includes all statutes,
regulations, proclamations, ordinances or by-laws amending, consolidating or
replacing it;


 


(2)                                  a
statute includes all regulations, proclamations, ordinances and by-laws issued
under that statute;


 


(3)                                  the
Regulations includes all amendments to the Regulations;


 


(i)                                     a
reference to a document includes all amendments or supplements to, or
replacements or novations of, that document;


 


(j)                                     a
reference to a party to a document includes that party’s successors and
permitted assigns;


 


(k)                                  where
the day on or by which any thing is to be done is not a Business Day, that
thing must be done on or by the succeeding Business Day;


 


(l)                                     no
provision of this Master Note will be construed adversely to a party solely on
the ground that the party was responsible for the preparation of this Master
Note or that provision;


 


(m)                               a
covenant or agreement on the part of two or more persons binds them jointly and
severally;


 


7

















 


(n)                                 a
reference to an agreement other than this Master Note includes an undertaking,
deed, agreement or legally enforceable arrangement or understanding whether or
not in writing;


 


(o)                                 a
reference to an asset includes all property of any nature, including, but not
limited to, a business, and all rights, revenues and benefits.


 


2                                         Notes


 


2.1                               MTNs


 


The
obligations of the Issuer with respect to each MTN are constituted by, and are
as set out in:


 


(a)                                  this
Master Note, including the General Conditions; and


 


(b)                                 the
Pricing Supplement applicable to the MTN.


 


2.2                               Ownership


 


(a)                                  The
person whose name is registered as the Holder of a MTN in the Register will be,
and will be treated by the Issuer and the Registrar as, the absolute owner of
the MTN.


 


(b)                                 Neither
the Issuer nor the Registrar is bound by or compelled in any way to recognise
(whether or not it has notice of the interest or right concerned) any legal,
equitable, contingent, future or partial interest in any MTN or (except as
otherwise required by law) any other right in respect of a MTN except an absolute
right of ownership in the person who is registered as the Holder of the MTN.


 


(c)                                  Ownership
of a MTN may be transferred by the Holder of the MTN to any person in
accordance with the Conditions.


 


(d)                                 Nothing
in this Master Note prohibits any dealing in any interest in a MTN which is
entered in the Austraclear System in accordance with the Regulations, but
neither the Issuer nor the Registrar shall recognise any such dealing or
interest and any such dealing must be in accordance with the Regulations.


 


2.3                               Principal Amount


 


(a)                                  The
Principal Amount of each MTN on issue shall be for a Principal Amount of not
less than $1,000,000 and being an integral multiple of $100,000 provided that
the Principal Amount must be such that the consideration payable to the Issuer
by the relevant Holder is not less than $1,000,000.


 


(b)                                 A
person shall only be registered as the Holder in the Register for a MTN having
a Principal Amount of not less than $1,000,000 and an integral multiple of
$100,000.


 


8

















 


2.4                               Acknowledgment of undertaking to pay


 


The Issuer unconditionally and irrevocably:


 


(a)                                  acknowledges
for the benefit of each Holder that it is indebted to that Holder in respect of
each MTN of which the Holder is the Holder; and


 


(b)                                 undertakes
and promises, for the benefit of each Holder, to pay to the Holder all
principal, interest and other amounts owing, and to perform all of its other
obligations, to the Holder in respect of each MTN of which the Holder is the
Holder in accordance with the Conditions.


 


2.5                               Substitution of Issuer


 


(a)                                  The
Issuer may substitute any Related Corporation (Substitute
Issuer) of the Issuer as the Issuer under the Master Note and any
outstanding MTNs, subject to and in accordance with this clause 2.5.


 


(b)                                 Any
substitution of a Related Corporation of the Issuer as Issuer under this Master
Note and any MTN is conditional upon:


 


(1)                                  the
Substitute Issuer being a solvent corporation incorporated and carrying on
business through a permanent establishment in Australia;


 


(2)                                  the
Substituted Issuer executing a deed poll in favour of all Holders from time to
time by which it is bound (for the benefit of each Holder from time to time) to
perform the obligations of the Issuer under this Master Note and each MTN;


 


(3)                                  the
Guarantor executing a deed poll in favour of all Holders (and each other
“Benefited Party” under the Deed of Guarantee and Negative Pledge) from time to
time by which it is bound (for the benefit of each Holder (and each other
“Benefited Party” under the Deed of Guarantee and Negative Pledge) from time to
time) to perform its obligations under the Deed of Guarantee and Negative
Pledge as if references in the Deed of Guarantee and Negative Pledge to the
Issuer were references to the Substitute Issuer;


 


(4)                                  the
Issuer delivering to the Registrar for safe keeping on behalf of the Holders,
the documents referred to in clauses 2.5(b)(2) and (3) together with legal
opinions from reputable legal practitioners in the jurisdiction of
incorporation of the Substitute Issuer and the Guarantor in a form and
substance consistent with the opinions rendered on or about the date of this
deed under the Dealer Agreement and stating that those documents constitute
legal, valid and binding obligations of the Substitute Issuer and Guarantor
respectively; and


 


(5)                                  the
Issuer giving notice to each Holder of the substitution of the Substitute
Issuer as Issuer under this Master Note and the outstanding MTNs, setting out
the name and address of the Substitute Issuer and stating that the documents
referred to in clauses 2.5(b)(2), (3) and (4) are available for inspection at
the office of the Registrar.


 


9

















 


(c)                                  Upon
satisfaction of the conditions referred to in clause 2.5(b):


 


(1)                                  the
Substitute Issuer is substituted for the Issuer under this Master Note and any
MTNs then outstanding;


 


(2)                                  all
references in this Master Note and the Conditions to the Issuer shall be
construed as references to the Substitute Issuer; and


 


(3)                                  the
Issuer shall be released from all obligations under this Master Note and the
MTNs with effect from the date upon which all of the conditions in clause
2.5(b) have been satisfied.


 


3                                         Issue of MTNs


 


3.1                               Issue of MTNs


 


(a)                                  The
Issuer may at any time issue MTNs subject to the Conditions upon the terms and
conditions of this Master Note, the Dealer Agreement and the Registry Services
Deed.


 


(b)                                 The
Issuer may issue a MTN by giving notice to the Registrar specifying in respect
of the MTN:


 


(1)                                  the
name and address of the subscriber for the MTN, and such other information
relating to the subscriber as the Registrar may reasonably require for the
purpose of recording the subscriber as the initial Holder of the MTN;


 


(2)                                  the
Issue Date;


 


(3)                                  the
Maturity Date and any other Redemption Dates;


 


(4)                                  the
Principal Amount;


 


(5)                                  the
Redemption Amount or Redemption Amounts;


 


(6)                                  the
Interest Rate, Interest Commencement Date and each Interest Payment Date (if
any);


 


(7)                                  any
other Conditions set out in the Pricing Supplement; and


 


(8)                                  such
other information that may be reasonably required by the Registrar at any time
or by any applicable law,


 


and procuring
that the Registrar enters those details on the Register and registers the
subscriber as the initial Holder of the MTN.


 


(c)                                  Without
limiting clause 3.1(b), the Issuer must provide the Registrar with copies of
the Information Memorandum and any Pricing Supplement applicable to the MTN.


 


(d)                                 Each
MTN is issued upon and subject to the Conditions applicable to the MTN and this
Master Note and the Conditions are binding on the Issuer and the Holders.


 


10

















 


3.2                               Term of MTNs


 


A MTN shall be
for a term of not less than 365 days and otherwise for a term as may be agreed
between the Issuer, the Arranger and the Dealers and set out in the Pricing
Supplement but in any event never greater than 7 years.


 


4                                         Rights and obligations of Holders


 


4.1                               Rights and obligations of Holders


 


(a)                                  Upon
the issue of any MTNs by the Registrar recording the details of the MTNs in the
Register, the Holder shall be entitled to the payment of all principal,
interest and other amounts payable, and shall have the benefit of this Master
Note and the Conditions, with respect to the MTNs.


 


(b)                                 Each
Holder may enforce its rights under this Master Note and the MTNs independently
from any other Holder.


 


4.2                               Deed poll


 


This Master Note is a deed poll and each Holder:


 


(a)                                  is
bound by and entitled to the benefit of this Master Note; and


 


(b)                                 has
the benefit of, and is entitled to enforce, this Master Note even though it is
not a party to, or may not be in existence at the date of, this Master Note.


 


5                                         Register


 


5.1                               Register


 


The Issuer must ensure that the Registrar:


 


(a)                                  establishes
and maintains the Register and other facilities in such Australian cities as
the Issuer and the Registrar may agree or, failing which, Canberra;


 


(b)                                 enters
or causes to be entered in the Register:


 


(1)                                  the
information referred to in clause 3.1;


 


(2)                                  the
details of the Holder, including if applicable, the tax file number of the
Holder or the basis of any exemption to record the tax file number;


 


(3)                                  the
date on which any person becomes a Holder or ceases to be the Holder;


 


(4)                                  the
payment instructions as notified by the Holder at any time;


 


(5)                                  the
date on which any MTN is redeemed or purchased and cancelled;


 


(6)                                  the
details of the persons authorised to execute transfers on behalf of the Holder;
and


 


11

















 


(c)                                  complies
with the obligations to be performed by the Registrar under the Registry
Services Deed.


 


5.2                               Registrar


 


If the
appointment of the Registrar and the Registry Services Deed is terminated at
any time for any reason the Issuer must appoint a new registrar as the
Registrar as soon as is reasonably practical and shall ensure that the new
registrar performs the same or substantially the same obligations required to
be performed by the Registrar under the Registry Services Deed and upon the
appointment of the new registrar all references to “Registrar” in this Master
Note shall be deemed to be references to the new registrar.


 


5.3                               Certified extracts


 


The Issuer
must on request by a Holder ensure that the Registrar provides to the Holder,
at the Holder’s expense, a certified extract of the particulars registered in
the Register in relation to the Holder and the MTNs held by the Holder provided
that the certified extract is prima facie evidence of the particulars at that
time only and is subject to clause 5.4.


 


5.4                               Register is paramount


 


The
information entered on the Register by the Registrar in accordance with the
Registry Services Deed is, in the absence of manifest error and subject to
clause 2.2, conclusive evidence as to the statements it contains.


 


5.5                               Closure of Register


 


No transfer of
a MTN will be registered and the Register shall be closed with respect to a
Series for the purpose of determining entitlements to payment as provided for
in the Registry Services Deed.


 


6                                         General


 


6.1                               Notices


 


(a)                                  Any
notice or other communication including, but not limited to, any request,
demand, consent or approval, to the Issuer under this Master Note and the MTNs:


 


12

















 


(1)                                  must
be sent in addition to any other method by facsimile, be in legible writing and
in English addressed to the Issuer as follows:


 


(A)                              telephone
notices should be directed as follows:


 


Attention:                                         Ecolab
Inc., Manager, Corporate Finance


 


Telephone:                                    0011
1 612 293 2468;


 


(B)                                facsimile
and other notice should be directed as follows:


 


Attention:                                         Ecolab
Inc., Manager, Corporate Finance

N/6 Ecolab Centre

370 North Wabasha Street

Saint Paul Minnesota 55102 USA


 


Facsimile:                                            0011
1 612 293 2379


 


with a copy to:


 


Attention:                                         Ecolab
Pty Limited, Finance Director

6 Hudson Avenue

Castle Hill NSW 2154


 


Facsimile:                                            (02)
9899 3105,


 


or as the
Issuer may notify the Holders in accordance with the Conditions;


 


(2)                                  is
regarded as being given by the sender and received by the addressee:


 


(A)                              if
by delivery in person, when delivered to the addressee;


 


(B)                                if
by post, 3 business days (or 5 business days if to another country) from and
including the date of postage; or


 


(3)                                  if
by facsimile transmission, is regarded as having been received on production of
a facsimile transmission report from the machine from which the facsimile was
sent confirming that the facsimile has been sent in its entirety to the
facsimile number of the intended recipient.


 


6.2                               Governing law and jurisdiction


 


(a)                                  This
Master Note is governed by the laws of the Australian Capital Territory.


 


(b)                                 The
Issuer irrevocably submits to the non-exclusive jurisdiction of the courts of
the Australian Capital Territory.


 


(c)                                  The
Issuer irrevocably waives any objection to the venue of any legal process on
the basis that the process has been brought in an inconvenient forum.


 


(d)                                 The
Issuer irrevocably waives any immunity in respect of its obligations under this
Master Note that it may acquire from the jurisdiction of any court or any legal
process for any reason including, but not limited to, the service of notice, attachment
prior to judgment, attachment in aid of execution or execution.


 


13

















 


6.3                               Attorneys


 


The attorney
executing this Master Note states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.


 


14

















 


Schedule
1 - General Conditions of the MTNs


 


The following sets out the General Conditions
of the MTNs which, as supplemented or varied in accordance with the terms and
conditions set out in this Master Note and the Pricing Supplement issued in
connection with a Series of MTNs, will apply to that Series of MTNs.


 


The MTNs are
part of a medium term note and promissory note programme of Ecolab Finance Pty
Limited (Issuer)
and where the ultimate beneficial owner thereof is an Australian Tax Resident
(as defined herein) are guaranteed by Ecolab Inc. (Guarantor) pursuant to a
deed poll dated 10 July 1998 (referred to as the Deed of Guarantee and Negative Pledge).


 


The MTNs are
constituted by this Master Note (Master Note)
dated 10 July 1998 executed by the Issuer. 
The MTNs are issued with the benefit of the Master Note (including the
General Conditions and the terms and conditions set out in the Pricing
Supplement applicable to the MTNs), the Deed of Guarantee and Negative Pledge
and the Registry Services Deed. These General Conditions are subject to the
Master Note and the Registry Services Deed. 
Copies of the Master Note (including the General Conditions), any
Pricing Supplements applicable to the MTNs, the Deed of Guarantee and Negative
Pledge and the Registry Services Deed are available for inspection at the
specified office for the time being of the Issuer and the Registrar.  The Holders of any MTNs are entitled to the
benefit of, are bound by and are deemed to have notice of, all of the
provisions contained in the Master Note (including these General Conditions),
the terms and conditions set out in the Pricing Supplement applicable to the
MTNs, the Deed of Guarantee and Negative Pledge and the Registry Services Deed.


 


1                                         Definitions


 


1.1                               Definitions


 


In these
General Conditions:


 


Austraclear MTN
means any MTN registered in the name of Austraclear;


 


Australian Tax Resident
means a person who is:


 


(a)                                  either:


 


(1)                                  a
resident of Australia (within the meaning of the Income Tax Assessment Act 1936
(Cth)); or


 


(2)                                  a
non-resident of Australia carrying on business in Australia through a permanent
establishment in Australia (within the meaning of those terms in the Income Tax
Assessment Act 1936(Cth));


 


and


 


15

















 


(b)                                 obliged
to include interest received on the Commercial Paper or MTN (as applicable) in
its assessable income as a resident of Australia or by reason of carrying on
business in Australia through a permanent establishment in Australia for the
purposes of the Income Tax Assessment Act 1936 (Cth) or any other legislation
introduced in connection with the taxation laws improvement program in
Australia;


 


Debt means (but
without duplication of any item):


 


(a)                                  indebtedness
for borrowed money;


 


(b)                                 obligations
evidenced by bonds, debentures, notes or other similar instruments;


 


(c)                                  obligations
to pay the deferred purchase price of property or services, excluding trade
obligations and other accounts payable arising in the ordinary course of
business with a payment term of not more than 120 days;


 


(d)                                 obligations
as lessee under leases which shall have been or should be, in accordance with
generally accepted accounting practices in the jurisdiction of incorporation of
the relevant company, recorded as capital or finance leases;


 


(e)                                  obligations
to indemnify or reimburse any acceptor or endorser of bills of exchange drawn
by the Guarantor or any Subsidiary, or any provider of guarantees, letters of
credit or similar instruments in respect of obligations or at the request of
the Guarantor or any Subsidiary;


 


(f)                                    obligations
under or in respect of direct or indirect guarantees in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of indebtedness or
obligations of others of the kinds referred to in paragraphs (a), (b), (c) (d)
and (e) above; and


 


(g)                                 liabilities
in respect of unfunded vested benefits under plans covered by Title IV of the
Employment Retirement Income Security Act of 1974 of the United States of
America, as amended from time to time.


 


“Debt” shall
not include contingent obligations for liabilities of any Joint Venture Entity
imposed solely as a matter of law by virtue of ownership of equity interests in
such Joint Venture Entity;


 


Event of Default
means any event specified in General Condition 9;


 


Extraordinary Resolution
has the meaning as defined in schedule 2 of the Master Note;


 


Governmental Agency
means:


 


(a)                                  any
government or any governmental, semi-governmental, administrative, fiscal or
judicial body, department, commission, authority, tribunal, agency or entity;


 


(b)                                 any
self-regulatory entity established under any law or regulation or any stock or
other securities exchange;


 


Interest Amount has
the meaning as defined in General Condition 4.5(a);


 


16

















 


Interest Commencement Date
means, in relation to a MTN which bears an Interest Rate, the date from and
including which the MTN bears interest as specified in the applicable Pricing
Supplement and recorded or to be recorded on the Register;


 


Joint Venture Entities
means the Joint Venture Entities and their subsidiaries collectively, from time
to time established in accordance with the terms of the Amended and Restated
Umbrella Agreement dated as of 26 June 1991 between the Guarantor and Henkel
Kommanditgesellschaft auf Aktien;


 


Non-Austraclear MTN
means any MTN other than an Austraclear MTN;


 


Outstanding means,
in respect of a MTN, a MTN which has not been redeemed, repurchased, cancelled
or otherwise satisfied in full by the Issuer;


 


Tax means:


 


(a)                                  any
tax, levy, charge, impost, duty, fee, deduction, compulsory loan or
withholding; or


 


(b)                                 any
income, stamp or transaction duty, tax or charge,


 


which is
assessed, levied, imposed or collected by any Governmental Agency and includes,
but is not limited to, any interest, fine, penalty, charge, fee or other amount
imposed on or in respect of any of the above;


 


Tax Act means the
Income Tax Assessment Act 1936 (Cth).


 


1.2                               Master Note


 


Any term
defined in the Master Note shall, unless otherwise defined in these General
Conditions, have the same meaning when used in these General Conditions.


 


2                                         Form, denomination and title


 


2.1                               Form and denomination


 


The MTNs shall
be in registered form in a minimum denomination of $1,000,000 and integral
multiples of $100,000 provided that the Principal Amount must be such amount
that the consideration payable to the Issuer by the initial Holder is not less
than $1,000,000.


 


2.2                               Ownership


 


(a)                                  The
person whose name is registered in the Register as the holder or owner of any
MTN shall to the fullest extent permitted by law be treated at all times, by
all persons and for all purposes, as the absolute owner of the MTN.  The Register shall constitute sufficient and
conclusive evidence of absolute ownership of a MTN by the Holder.


 


(b)                                 The
Issuer and the Registrar are not bound by or compelled in any way to recognise
(whether or not they have notice of the interest or right concerned and whether
or not recorded in the Register or otherwise) any actual, contingent, future or
partial interest in any MTN or (except as


 


17

















 


otherwise
provided by law) any other right in respect of a MTN except an absolute right
of ownership in the Holder.


 


(c)                                  Ownership
of a MTN may be transferred by the Holder of the MTN to any person, but only in
accordance with the Conditions.


 


(d)                                 Nothing
in these General Conditions prohibits any dealing in any interest in a MTN
which is entered in the Austraclear System in accordance with the Regulations,
but neither the Issuer nor the Registrar shall recognise any such dealing or
interest and any such dealing must be in accordance with the Regulations.


 


2.3                               No Certificate


 


The Issuer
shall not issue any certificate or other evidence of title to evidence
ownership of a MTN unless the Issuer determines that any such certificate
should be made available or that the Issuer is required to do so pursuant to
any applicable law.


 


2.4                               Type of MTNs


 


Without
limiting the terms upon which MTNs may be issued by the Issuer, MTNs may be
issued on terms including any of the following terms:


 


(a)                                  floating
rate MTNs: MTNs bearing a floating rate of interest payable as specified in the
Pricing Supplement applicable to the MTN;


 


(b)                                 fixed
rate MTNs: MTNs bearing a fixed rate of interest payable as specified in the
Pricing Supplement in relation to the MTN;


 


(c)                                  indexed
MTNs: MTNs the redemption amount of which, or the interest to be paid on which,
is to be calculated by reference to an index specified in the Pricing
Supplement applicable to the MTNs;


 


(d)                                 zero
coupon MTNs: MTNs that do not bear interest;


 


(e)                                  amortising
MTNs: MTNs that are redeemed by instalments as provided for in the Pricing
Supplement applicable to the MTNs; and


 


(f)                                    MTNs
with special conditions: MTNs bearing non-standard interest and repayment
features as provided for in the Pricing Supplement applicable to the MTNs.


 


3                                         Status and guarantee


 


3.1                               Status


 


The MTNs
constitute direct, unconditional, unsecured and unsubordinated obligations of
the Issuer and rank equally without preference with all other unconditional,
unsecured and unsubordinated obligations of the Issuer (other than obligations
preferred by mandatory provisions of law) present and future, and without any
preference among themselves.  Each MTN
constitutes a separate debt of the Issuer to the Holder.


 


18

















 


3.2                               Guarantee


 


The repayment
of all principal and the payment of all interest and any other amount payable,
by the Issuer under a MTN of which an Australian Tax Resident is the ultimate
beneficial holder is guaranteed by the Guarantor pursuant to the terms of the
Deed of Guarantee and Negative Pledge.


 


4                                         Interest


 


4.1                               Interest


 


Interest will
be payable on all MTNs which bear an Interest Rate under and in accordance with
these General Conditions.


 


4.2                               Accrual of Interest


 


Interest will
accrue on a MTN from and including the Interest Commencement Date in accordance
with these General Conditions.  Interest
will cease to accrue on each MTN on and from the relevant Maturity Date unless
payment of principal is improperly withheld or refused.  In such event, interest will continue to
accrue at such rate as is applicable to the MTN as determined from time to time
in accordance with this General Condition 4 (both before and after any
judgment) on each MTN from the date of such withholding or refusal up to and
including the date on which payment in full of the principal is paid to the
Holder.


 


4.3                               Interest Payment Date


 


Interest shall
be payable by the Issuer on each Interest Payment Date for a MTN.


 


4.4                               Interest Rate


 


Interest will
accrue on a MTN at the Interest Rate applicable to the MTN.


 


4.5                               Interest Amount


 


(a)                                  The
Registrar will, as soon as is practicable, calculate the amount (Interest Amount) of interest payable for
each Interest Period in respect of each MTN using the Interest Rate as set out
in the relevant Pricing Supplement and, if applicable, as determined or varied
by the Arranger in accordance with the Pricing Supplement.  The Interest Amount shall be calculated by
applying the Interest Rate to the Principal Amount of each MTN, multiplying
such sum by the actual number of days to elapse in the Interest Period
concerned divided by 365 and then, if necessary, rounding up the resultant
figure to four decimal places.


 


(b)                                 The
Registrar will promptly notify the Issuer of the Interest Rate and Interest
Amount of a MTN for the relevant Interest Period.


 


19

















 


4.6                               Notification of Interest Rate and
Interest Amount


 


(a)                                  The
Registrar will, if requested by a Holder, notify the Holder of the Interest
Rate, the Interest Amount and the relevant Interest Payment Date of the
Holder’s MTNs as at the time of the request.


 


(b)                                 All
notifications, determinations, certificates, calculations, quotations and
opinions given, made or obtained for the purposes of the provision of this
General Condition 4 by the Registrar shall, in the absence of wilful default,
bad faith or manifest error, be binding on the Issuer, the Registrar and the
Holders.


 


5                                         Redemption and Purchase


 


5.1                               Redemption


 


Unless
previously redeemed or purchased and cancelled in accordance with the
Conditions, the Issuer will redeem, and pay the Redemption Amount in respect of
each MTN on the Maturity Date of the MTN.


 


5.2                               Purchase


 


The Issuer may
at any time purchase any MTNs in any manner at any price.  MTNs purchased by or for the account of the
Issuer may be cancelled or resold at the option of the Issuer.


 


5.3                               Cancellation


 


All MTNs
redeemed by the Issuer, or which are repurchased by the Issuer and which the
Issuer elects to cancel, shall be cancelled forthwith and may not be reissued
or resold.


 


6                                         Payments


 


6.1                               Payments


 


(a)                                  All
payments under a MTN will be made:


 


(1)                                  in
Dollars;


 


(2)                                  in
respect of Austraclear MTNs, in accordance with the Regulations;


 


(3)                                  in
respect of Non-Austraclear MTNs:


 


(A)                              to
an account or an address in Australia designated by the Holder to the Registrar
not less than 7 days before the relevant payment date;


 


(B)                                by
cheque drawn on a bank in Australia or, in the case of payments to be credited
to an account designated by the Holder, by the Registrar or the Issuer making
or giving irrevocable instructions to the relevant person to effect a


 


20

















 


transfer of
the relevant funds to such account in immediately available funds; and


 


(4)                                  without
any set-off, counterclaim or condition.


 


(b)                                 Any:


 


(1)                                  payment
by cheque sent by the Registrar or the Issuer on or before the due date for
payment is deemed to have been received by the relevant Holder on the due date
even if the Holder does not actually receive the cheque on that date;


 


(2)                                  electronic
transfer will for all purposes be taken to be made to the relevant Holder:


 


(A)                              in
respect of Austraclear MTNs, on the same day the Issuer takes, or arranges for
there to be taken, such action as may be required by Austraclear for the
purposes of facilitating the payment, including authorising Austraclear to
debit any nominated account of the Issuer or its agent with Austraclear in
accordance with the Regulations; or


 


(B)                                in
respect of Non-Austraclear MTNs, on the same day the Registrar or the Issuer
gives irrevocable instructions for the making of the relevant payment by
electronic transfer to the account of the Holder.


 


(c)                                  Subject
to any specific Condition set out in the relevant Pricing Supplement, if the
due date for payment of any amount under a MTN is not a Business Day or, if the
payment is to be made to an account, a day on which banks are not open for
business in the city in which the account is located, the Holder shall not be
entitled to payment of the amount due until the next following Business Day or
a day on which banks in such city are open for business as the case may be, and
is not entitled to any further interest or other payment in respect of any such
delay.


 


6.2                               Fiscal laws


 


The provisions
of this General Condition 6 are subject to any applicable fiscal or other laws
(including laws and regulations relating to a Holder electing not to provide a
tax file number), but without prejudice to the provisions of General Condition
7.


 


6.3                               Payment to Registrar or Austraclear


 


(a)                                  The
Issuer will pay all amounts due under:


 


(1)                                  an
Austraclear MTN to Austraclear or as required by Austraclear in accordance with
the Regulations;


 


(2)                                  a
Non-Austraclear MTN to such account of the Registrar as the Registrar and the
Issuer agree, or failing agreement, an account of the Registrar in Canberra.


 


(b)                                 Any
payment to the Registrar by the Issuer for the account of any Holder will be
held on trust for the Holder.


 


21

















 


6.4                               Release


 


Any payment
made by or on behalf of the Issuer in accordance with this General Condition 6
to or as required by Austraclear or to the Registrar for the account of the
Holder shall, at the time such payment is made for all purposes, constitute an
absolute and unconditional release and discharge of the Issuer to the extent of
such payment of all obligations and indebtedness in respect of the MTN in
relation to which payment was made and the Issuer shall have no obligation to
see to the application of that amount by Austraclear or the Registrar or to
verify the entitlement of any person to whom Austraclear requires the Issuer to
make or arrange payment.


 


7                                         Taxation


 


7.1                               Payments in gross


 


All payments
of principal, interest and other amounts in respect of the MTNs must be made
without any deduction or withholding for, or on account of, any present or
future Tax or for any other reason imposed or levied by or on behalf of any
Governmental Agency unless the withholding or deduction is required by
applicable law.


 


7.2                               Interest withholding tax


 


Interest
withholding tax will be deducted from any payment of interest or amounts in the
nature of interest in respect of the MTNs to non-residents of the Commonwealth
of Australia not carrying on business in the Commonwealth of Australia at or
through a permanent establishment and to residents of the Commonwealth of
Australia carrying on business at or through a permanent establishment outside
the Commonwealth of Australia in accordance with the Tax Act unless a
certificate pursuant to section 221YM of the Tax Act is produced to the
Registrar not later than the close of business 5 Business Days immediately
preceding the relevant Interest Payment Date or Maturity Date, as the case may
be.


 


7.3                               Tax file number


 


All payments
of interest under the MTNs will be subject to Tax at the rate required by the
Tax Act unless the Registrar receives from the Holder its tax file number or
evidence of any exemption the Holder may have to provide a tax file number not
later than the close of business 5 Business Days prior to the relevant Interest
Payment Date.


 


8                                         Prescription


 


8.1                               Prescription


 


Any claim
against the Issuer for payment under the MTNs will become void unless made
within a period of 3 years of the due date for payment or the date, if later,
on which payment is fully provided for by the Issuer.


 


22

















 


9                                         Events of Default


 


9.1                               Events of Default


 


It is an Event
of Default, whether or not it is within the control of the Issuer or the
Guarantor, if:


 


(a)                                  failure to pay: any amount of principal due
on any MTN is not paid in accordance with the conditions applicable to the MTN
when due or any interest due on any MTN is not paid, in either case, within 5
Business Days after the due date, provided that any failure to pay shall be
disregarded where:


 


(1)                                  the
failure results solely from technical or administrative difficulties relating
to the banking system used for the transfer of the relevant amounts to the
account of Austraclear or the Registrar (as applicable); and


 


(2)                                  the
failure is remedied within 1 Business Day after the difficulties referred to in
clause 9.1(a) cease to subsist;


 


(b)                                 other failure:  the Issuer or the Guarantor fails to perform or observe any other
undertaking, obligation or agreement expressed in the Conditions or the Deed of
Guarantee and Negative Pledge, as applicable, and the Issuer or Guarantor (as
the case may be) does not remedy the failure within 30 days after written
notice shall have been given by a Holder to the Issuer requiring the same to be
remedied;


 


(c)                                  cross default:  any present or future, or actual, prospective or contingent, debt
or other monetary liability in respect of any Debt or Debts of the Issuer or
Guarantor being for an amount (in aggregate, if applicable) not less than
US$20,000,000 (or its equivalent in any other currency):


 


(1)                                  is
or becomes due and payable before the due date for payment as a result of the
default by the Issuer or Guarantor (as applicable); or


 


(2)                                  is
not paid when due or upon or before the expiration of any period of grace
during which the relevant creditor is precluded from taking any action against
the Issuer or Guarantor in respect of such non-payment;


 


(d)                                 receiver: 
a receiver, receiver and manager, trustee, court appointed receiver,
administrator or other controller (as that term is defined in the Corporations
Law) is appointed over any of the assets or undertaking of the Issuer or the
Guarantor and, in the case of a receiver or receiver and manager the
appointment is not terminated within 60 days of appointment;


 


(e)                                  insolvency:  the Issuer or the Guarantor is or becomes unable to pay its debts
when they are due or is or becomes unable to pay its debts within the meaning
of the Corporations Law or is presumed to be insolvent under the Corporations
Law or any other applicable legislation;


 


(f)                                    arrangements:  the Issuer or the Guarantor enters into any arrangements,
composition or compromise with, or assignment for the benefit of, its


 


23

















 


creditors or
any class of them or it proposes a reorganisation, moratorium or other
administration involving any of them;


 


(g)                                 winding up:  an order is made for the winding-up or dissolution of the Issuer
or the Guarantor or a resolution is passed for the winding-up or dissolution of
the Issuer or the Guarantor otherwise than for the purpose of an amalgamation
or reconstruction whilst solvent;


 


(h)                                 execution: 
a judgment is obtained against it or the Guarantor in an amount of
US$20,000,000 and is not set aside, satisfied or stayed pending appeal within
30 days or any distress, execution, attachment or other legal process in an
amount exceeding US$20,000,000 is issued against, levied or enforced upon any
of its assets, and is not stayed, set aside or satisfied within 30 days;


 


(i)                                     warranties:  any representation or warranty by the Issuer or Guarantor in the
Conditions applicable to any MTNs or in the Deed of Guarantee and Negative
Pledge is untrue or inaccurate in a material respect when made or regarded as
made, and such occurrence has a material adverse affect on the ability of the
Issuer or Guarantor to meet its obligations to any Holder.


 


9.2                               Repayment in Event of Default


 


(a)                                  Upon
or at any time after the occurrence and continuance of an Event of Default
described in clause 9.1(a), (d), (e), (f) or (g) a Holder may by written notice
to the Issuer effective upon receipt by the Issuer, declare each MTN held by
and the Redemption Amount payable to the Holder to be due and payable on the
date of receipt of such notice by the Issuer unless prior to such receipt all
such Events of Default in respect of the MTNs then outstanding shall have been
remedied.  If any MTN becomes so due and
payable it continues to bear interest in accordance with the Conditions until
it is redeemed and the MTN shall be redeemed by the Issuer at the Redemption
Amount together with accrued interest and all other moneys payable to the
Holder in respect of the MTN.


 


(b)                                 Upon
or at any time after the occurrence and continuance of an Event of Default
described in clause 9.1(b), (c), (h) or (i) the Holders of any series of MTNs
may by a resolution passed at a meeting of Holders of MTNs of that series held
in accordance with the provisions of schedule 2 of the Master Note declare that
each MTN in the relevant series and the Redemption Amount payable on such MTNs
to be due and payable on the date of the passing of such resolution unless
prior to such resolution all Events of Default in respect of the MTNs then
outstanding have been remedied.  If any
MTN becomes so due and payable it continues to bear interest in accordance with
the Conditions until it is redeemed and the MTN shall be redeemed by the Issuer
at the Redemption Amount together with accrued interest and all other moneys
payable to the Holders in respect of the MTN.


 


9.3                               Repayment upon Illegality


 


If the
performance by the Issuer or Guarantor of their respective obligations under or
in respect of the Master Note, Registry Services Deed, Deed or Guarantee and


 


24

















 


Negative Pledge, or any outstanding MTNs is or becomes illegal in any
relevant jurisdiction for any reason:


 


(a)                                  the
Issuer must, and must procure that the Registrar and Guarantor, do all things
necessary to overcome such illegalities; and


 


(b)                                 if
such illegality cannot be overcome, the Issuer must redeem all affected
outstanding MTNs for their fair market value as at the date of redemption (as
determined by the Arranger having regard to the market yield on the MTNs prior
to the Master Note,  Registry Services
Deed, Deed of Guarantee and Negative Pledge or MTNs, as applicable, being
affected by such illegality).


 


10                                  Transfers


 


10.1                        Transfers


 


The MTNs are
transferable without the consent of the Issuer and the Registrar.


 


10.2                        Transfer and Acceptance Forms


 


(a)                                  A
MTN is transferable by duly completed and (if applicable) stamped Transfer and
Acceptance Form, but, subject to the Conditions, this does not prohibit dealing
in accordance with the Regulations.


 


(b)                                 Unless
a contrary intention is expressed in a Transfer and Acceptance Form, all
agreements relating to the transfer of a MTN are governed by the laws of the
Australian Capital Territory.


 


(c)                                  The
Issuer is not liable for any stamp duty payable in connection with any Transfer
and Acceptance Form or transfer of any MTN.


 


10.3                        Registration requirements of transfer


 


Every Transfer
and Acceptance Form in respect of MTNs must be:


 


(a)                                  signed
by the transferor and the transferee;


 


(b)                                 delivered
to the office of the Registrar for registration;


 


(c)                                  accompanied
by such evidence as the Registrar may reasonably require to prove the title of
the transferor or the transferor’s right to transfer those MTNs; and


 


(d)                                 duly
stamped, if necessary.


 


10.4                        Registration of transfers


 


(a)                                  Subject
to this General Condition 10, the Registrar must register a transfer of MTNs
made in accordance with the Conditions. 
Upon entry of the name, address and all other required details of the
transferee in the Register, the Issuer must recognise the transferee as the Holder
entitled to the MTNs the subject of the transfer.


 


25

















 


(b)                                 Notwithstanding
General Condition 10.2(a), entry of such details in the Register constitutes
conclusive proof of ownership by that transferee of those MTNs.  The transferor remains the owner of the MTNs
until the required details of the transferee are entered in the Register in
respect of those MTNs.


 


10.5                        Transfers to be excluded offers


 


Without
limiting General Condition 2.1, MTNs may only be transferred in an aggregate
minimum Principal Amount of $1,000,000 and in a manner which constitutes an
excluded offer or excluded invitation within the meaning given to those
expressions in the Corporations Law.


 


10.6                        No fee


 


No fee or
other charge is payable to the Issuer or the Registrar in respect of the
transfer or registration of any MTN.


 


10.7                        Registration of transfer


 


Subject to
General Condition 10.8, the Registrar must register the transfer of a MTN made
in accordance with the Conditions whether or not the Transfer and Acceptance
Form to which the transfer relates has been marked by the Registrar.


 


10.8                        Marking of transfer


 


The Registrar
may mark any Transfer and Acceptance Form in its customary manner.  Such marking prohibits a dealing with the relevant
MTNs as specified in the marking notation for a period from the date of marking
to the earlier of:


 


(a)                                  42
days from the date of the marking;


 


(b)                                 the
date the Registrar cancels the marking notation on the Transfer and Acceptance
Form; and


 


(c)                                  the
date the Registrar receives notification of the execution of the marked
Transfer and Acceptance Form by the transferee.


 


10.9                        Destruction


 


Any Transfer
and Acceptance Form may, with the prior written approval of the Issuer, be
destroyed by the Registrar after the entry in the Register of the particulars
set out in the form.  On receipt of such
approval, the Registrar must destroy the Transfer and Acceptance Form as soon
as reasonably practicable and promptly notify the Issuer in writing of its
destruction.


 


11                                  Meeting of Holders


 


11.1                        Meeting of Holders


 


Meetings of
Holders may be convened to consider any matter affecting their interest in
accordance with the procedures set out in schedule 2 of the Master Note


 


26

















 


and shall be conducted in accordance with, and have the powers
specified in, schedule 2 of the Master Note.


 


11.2                        Amendment of Conditions


 


(a)                                  The
quorum at any meeting for passing an Extraordinary Resolution to permit the
amendment of the Conditions will be persons holding or representing a clear
majority in principal amount of the MTNs for the time being outstanding, or at
any adjourned meeting 2 or more persons being or representing Holders whatever
the principal amount of the MTNs so held or represented, except that at any
meeting the business of which includes the modification of certain Conditions
of the MTNs (including the date of any payment under the MTNs, the rate of
interest in respect of the MTNs, the currency of payment of the MTNs and the
date of redemption of the MTNs), the quorum will be 2 or more persons holding
or representing not less than 66% or, at any adjourned such meeting, 25% in
principal amount of the MTNs for the time being outstanding.


 


(b)                                 Any
Extraordinary Resolution duly passed at such a meeting shall be binding on all
the Holders whether present or not and shall permit the Issuer to execute a
deed supplemental to the Master Note giving effect to the modification or other
amendment of the Master Note.


 


12                                  Registrar


 


12.1                        Registrar


 


The Issuer
reserves the right at any time to vary or terminate the appointment of the
Registrar and to appoint a new Registrar and to approve any change in any
specified office in the Commonwealth of Australia through which the Registrar
acts.  Notice of any such variation,
termination, appointment or change will be given to the Holders in accordance
with General Condition 14.1.


 


13                                  Amendments


 


13.1                        Amendments


 


The Master Note, the Conditions and the Registry Services Deed may be
amended:


 


(a)                                  without
the approval of any Holder if the amendment is:


 


(1)                                  to
cure any ambiguity;


 


(2)                                  to
correct or supplement any defective or inconsistent provision;


 


(3)                                  to
correct a manifest error; or


 


(4)                                  deemed
by the Registrar to be necessary or desirable and will not adversely affect the
interests of the Holders; and


 


(b)                                 in
any other case, with the approval by an Extraordinary Resolution of the
Holders.


 


27

















 


14                                  Notices


 


14.1                        Notices


 


(a)                                  All
notices to Holders will be validly given if forwarded by post to the Holders at
their registered addresses as indicated on the Register.  Any such notice is taken to be received on
the third Business Day after posting (or seventh Business Day if posted to an
address outside the Commonwealth of Australia).


 


(b)                                 All
notices to the Issuer must be in legible writing and in English and addressed
as follows:


 


(1)                                  telephone
notices should be directed as follows:


 


Attention:                                         Ecolab
Inc., Manager, Corporate Finance


 


Telephone:                                    0011
1 612 293 2468;


 


(2)                                  facsimile
and other notice should be directed as follows:


 


Attention:                                         Ecolab
Inc., Manager, Corporate Finance

N/6 Ecolab Centre

370 North Wabasha Street

Saint Paul Minnesota 55102 USA


 


Facsimile:                                            0011
1 612 293 2379


 


with a copy to:


 


Attention:                                         Ecolab
Pty Limited, Finance Director

6 Hudson Avenue

Castle Hill NSW 2154


 


Facsimile:                                            (02)
9899 3105,


 


or as the Issuer may notify the Holders in accordance with the
Conditions.


 


15                                  Further issues


 


15.1                        Further Issues


 


The Issuer may
from time to time without the consent of any Holder:


 


(a)                                  create
and issue further notes, securities or any other debt instrument or otherwise
incur any other debt or monetary liability in respect of any financial
accommodation; and


 


(b)                                 without
limiting General Condition 15.1(a). create and issue further notes securities
or any other debt instruments either ranking pari passu in all respects (or in
all respects save for the first payment of interest on such further notes) and
so that the notes will be consolidated and form a single Series with the
outstanding MTNs of any Series (including the MTNs) or upon such terms as the
Issuer may at the time of issue thereof determine.


 


28

















 


16                                  Governing law


 


16.1                        Governing law


 


The MTNs are
governed by, and shall be construed in accordance with, the laws of the
Australian Capital Territory.


 


16.2                        Jurisdiction


 


The Issuer
irrevocably submits to the non-exclusive jurisdiction of the courts of the
Australian Capital Territory.


 


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Schedule 2 - Provision for Meetings of Holders


 


1                                          Any
term defined in the Master Note has the same meaning when used in this schedule
2, unless otherwise defined in this schedule. 
The following words have these meanings in this schedule 2 unless the
contrary intention appears:


 


block voting instruction
means a document issued by the Issuer and dated, in which:


 


(a)                                  
it is certified that MTNs of any tranche (not being MTNs in respect of which a
voting certificate has been issued and is outstanding in respect of the meeting
specified in such block voting instruction and any adjournment of that meeting)
are registered in the Register in the names of specified Holders;


 


(b)                                 it
is certified that each Holder of those MTNs or a duly authorised agent on that
person’s behalf has instructed the Issuer that the votes attributable to the
MTNs of that Holder should be cast in a particular way in relation to the
resolution or resolutions to be put to that meeting or any adjournment of that
meeting and that all such instructions are, during the period of 48 hours prior
to the time for which the meeting or adjourned meeting is convened, neither
revocable nor subject to amendment;


 


(c)                                  the
total number and tranche number of the MTNs are listed distinguishing with
regard to each such resolution between those in respect of which instructions
have been given in accordance with this paragraph 1 that the votes attributable
thereto should be cast in favour of the resolution and those in respect of
which instructions have been so given that the vote attributable to them should
be cast against the resolution; and


 


(d)                                 any
person named in such document (proxy) is authorised and instructed by the
Issuer to cast the vote attributable to the MTNs so listed in accordance with
the instructions referred to in (b) and (c) above and set out in such document.


 


Extraordinary Resolution
means:


 


(a)                                  a
resolution passed at a meeting of the Holders duly convened and held in
accordance with the provisions of this schedule by a majority consisting of not
less than 66% of the votes cast on it; or


 


(b)                                 a
resolution in writing pursuant to paragraph 23 signed by Holders of outstanding
MTNs having an aggregate Principal Amount of not less than 66% of the aggregate
Principal Amount of all outstanding MTNs;


 


outstanding means,
in relation to the MTNs, all the MTNs other than:


 


(a)                                  those
MTNs which have been redeemed in full in accordance with the Conditions;


 


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(b)                                 those
MTNs in respect of which the Redemption Date has occurred and the Redemption
Amount has been paid in accordance with General Condition 5; and


 


(c)                                  those
MTNs which have become void or have been redeemed and cancelled;


 


voting certificate
means a certificate issued by the Issuer and dated, in which it is stated:


 


(a)                                  that
on the date of the certificate MTNs (not being MTNs in respect of which a block
voting instruction has been issued and is outstanding in respect of the meeting
specified in such voting certificate or any adjournment of the meeting) are
registered in the Register; and


 


(b)                                 that
the bearer of the certificate is entitled to attend and vote at that meeting or
any adjournment of it in respect of the MTNs represented by that certificate.


 


2                                          A
Holder may by a notice in writing in the form for the time being available from
the specified office of the Issuer (form of proxy) signed by the Holder or, in
the case of a corporation executed under its common seal or signed on its
behalf by its duly appointed attorney or a duly authorised officer of the
corporation, appoint any person (also called a proxy) to attend and act on that
person’s behalf in connection with any meeting or proposed meeting of the
Holders.


 


3                                          Voting
certificates, block voting instructions and forms of proxy are valid for so
long as the relevant MTNs are duly registered in the name of the Holder
certified in the relevant voting certificate or block voting instruction or, in
the case of a form of proxy, in the name of the appointor but not otherwise and
despite any other provision of this schedule 2 and during the validity of it
the holder of any such voting certificate or (as the case may be) the proxy is,
for all purposes in connection with any meeting of Holders, deemed to be the
Holder of the MTNs of the relevant tranche to which that voting certificate,
block voting instructions or form of proxy relates.


 


4                                          The
Issuer at any time may, and upon a request (by notice in writing to the Issuer)
by Holders holding not less than 5% of the principal amount of the MTNs then
outstanding shall convene a meeting of the Holders. Whenever the Issuer is
about to convene any such meeting it must promptly give notice in writing to
the Holders of the proposed day, time and place of the meeting and of the nature
of the business to be transacted at the meeting. Every such meeting must be
held at Sydney, or such other place as the Issuer approves.


 


5                                          At
least 21 days’ notice (exclusive of the day on which the notice is given and of
the day on which the meeting is held) specifying the day, time and place of
meeting must be given to the relevant Holders at their addresses specified in
the Register. A copy of the notice must be given to the Issuer (unless the
meeting is convened by the Issuer). Such notice must be given in the manner
provided in the Conditions and must specify the terms of the resolutions to be
proposed and must include statements to the effect that voting certificates may
be obtained and proxies may be appointed until 48 hours before the time fixed
for the meeting but not after that time.


 


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6                                          A
person (who may, but need not, be a Holder) nominated in writing by the Issuer
will take the chair at every such meeting but if no such nomination is made or
if at any meeting the person nominated is not present within 15 minutes after
the time appointed for the holding of such meeting or is unable or unwilling to
chair the meeting the relevant Holders present must choose one of the number to
be chairman.


 


7                                          At
any such meeting any one or more persons present in person holding voting
certificates or being proxies representing in the aggregate a clear majority in
principal amount of the relevant MTNs for the time being outstanding form a
quorum for the transaction of business and no business (other than the choosing
of a chairman) may be transacted at any meeting unless the requisite quorum is
present at the commencement of business provided that the quorum at any meeting
a which is to be proposed an Extraordinary Resolution for the purpose of
effecting any of the modifications specified in the proviso to paragraph 20 is
one or more persons present holding voting certificates, or being proxies and
holding or representing in the aggregate at least 66% in principal amount of
the relevant tranche for the time being outstanding.


 


8                                          If
within half an hour from the time appointed for any such meeting a quorum is
not present the meeting will, if convened on the requisition of Holders, be
dissolved. In any other case it will stand adjourned for such period, not being
less than 14 days nor more than 42 days and to such time and place, as the
chairman appoints. At such adjourned meeting one or more persons present in
person holding MTNs or voting certificates or being proxies (whatever the
principal amount of the relevant MTNs so held or represented by them) form a
quorum and have the power to pass any resolution and to decide upon all matters
which could properly have been dealt with at the meeting from which the
adjournment took place had a quorum been present at that meeting, provided that
the quorum at any adjourned meeting at which is to be proposed an Extraordinary
Resolution for the purpose of effecting any of the modifications specified in
the proviso to paragraph 20 is one or more persons present holding voting
certificates, or being proxies and holding or representing in the aggregate at
least 33 1/3% in principal amount of the relevant tranche for the time being
outstanding.


 


9                                          The
chairman may with the consent of (and must if directed by) any meeting adjourn
the meeting from time to time and from place to place but no business may be
transacted at any adjourned meeting except business which might validly have
been transacted at the meeting from which the adjournment took place.


 


10                                    At
least 10 days’ notice of any meeting adjourned because of lack of a quorum must
be given in the same manner as of an original meeting and such notice must
state the quorum required at such adjourned meeting. Otherwise, it is not
necessary to give any notice of an adjourned meeting.


 


11                                    Every
question submitted to a meeting will be decided in the first instance by a show
of hands and in the case of equality of votes the chairman does not have a
casting vote.


 


12                                    At
any meeting, unless a poll is (before or on the declaration of the result of
the show of hands) demanded by the chairman or the Issuer or by one or more
persons holding one or more of the relevant MTNs or being proxies and holding
or representing in the aggregate not less than 2% of the principal amount of
the


 


32

















 


relevant
tranche for the time being outstanding, a declaration by the chairman that a
resolution has been carried or carried by a particular majority or lost or not
carried by any particular majority is conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
such resolution.


 


13                                    If
at any meeting a poll is so demanded, it must be taken in such manner and (subject
to this paragraph 13) either at once or after such an adjournment as the
chairman directs and the result of such poll is deemed to be the resolution of
the meeting at which the poll was demanded as at the date of the taking of the
poll. The demand for a poll does not prevent the continuance of the meeting for
the transaction of any business other than the question on which the poll has
been demanded.


 


14                                    Any
poll demanded at any meeting on any question of adjournment must be taken at
the meeting without adjournment.


 


15                                    The
Issuer (through its representatives) and its financial and legal advisers are
entitled to attend and speak at any meeting of the Holders of the relevant
tranche of MTNs. Otherwise, no person may attend or vote at any meeting of
those Holders or to join with others in requesting the convening of such a
meeting unless that person is the holder of a voting certificate or is a proxy.


 


16                                    Subject
to paragraph 13, at any such meeting:


 


(a)                                  on
a show of hands every person who is present and produces a voting certificate
or is a proxy has one vote; and


 


(b)                                 on
a poll every person who is so present has one vote in respect of each $500,000
of the Principal Amount of MTNs which are represented by the voting certificate
or in respect of which he is a proxy.


 


Without
affecting the obligations of the proxies named in any block voting instruction
or form of proxy, any person entitled to more than one vote need not use all
his votes or cast all the votes to which he is entitled in the same way.


 


17                                    A
person named in any block voting instruction or form of proxy need not be a
Holder.


 


18                                    Each
block voting instruction and each form of proxy, together (if so required by
the Issuer) with proof satisfactory to the Issuer of its due execution, must be
deposited at the specified office in Australia of the Issuer not less than 24
hours before the time appointed for holding the meeting or adjourned meeting at
which the proxy named in the block voting instruction or form of proxy proposes
to vote, failing which the form of block voting instruction or proxy may not be
treated as valid unless the chairman of the meeting decides otherwise before
the meeting or adjourned meeting proceeds to business. A notarially certified
copy of each block voting instruction or form of proxy and satisfactory proof
of due execution (if applicable) must if required by the Issuer be produced by
the proxy at the meeting or adjourned meeting but the Issuer is not obliged to
investigate or be concerned with the validity of, or the authority of the proxy
named in, any block voting instruction or form of proxy.


 


19                                    Any
vote given in accordance with the terms of a block voting instruction or form
of proxy will be valid despite the previous revocation or amendment of the
block


 


33

















 


voting
instruction or form of proxy or of any of the Holders’ instructions pursuant to
which it was executed, unless notice in writing of such revocation or amendment
has been received from the Holder who has executed such block voting
instruction or form of proxy at the specified office of the Issuer or by the
chairman of the meeting, in each case not less than 24 hours before the
commencement of the meeting or adjourned meeting at which the block voting
instruction or form of proxy is used.


 


20                                    A
meeting of the Holders of the MTNs of the same tranche has, subject to the
provisions contained in the Conditions of any tranche, in addition to the
powers set out above, but without affecting any powers conferred on other
persons by this Instrument, the following powers exercisable by Extraordinary
Resolution:


 


(a)                                  to
sanction any proposal by the Issuer for any modification, abrogation, variation
or compromise of, or arrangement in respect of, the rights of the Holders
against the Issuer whether such rights arise under those MTNs or otherwise;


 


(b)                                 subject
to clause 2.5 of the Master Note, to sanction the exchange or substitution for
those MTNs of, or the conversion of those MTNs into, other obligations or
securities of the Issuer or any other body corporate formed or to be formed;


 


(c)                                  to
assent to any modification of the provisions contained in the MTNs, the
Conditions or this schedule 2 which is proposed by the Issuer;


 


(d)                                 to
waive or authorise any breach or proposed breach by the Issuer of its
obligations under the Conditions;


 


(e)                                  to
authorise any person to concur in and execute and do all such documents, acts
and things as may be necessary to carry out and give effect to any
Extraordinary Resolution;


 


(f)                                    to
give any authority, direction or sanction which under the Conditions is
required to be given by Extraordinary Resolution; and


 


(g)                                 to
appoint any persons (whether Holders or not) as a committee or committees to
represent the interests of the Holders and to confer upon such committee or
committees any powers or discretions which the Holders could themselves
exercise by Extraordinary Resolution,


 


provided that
the special quorum provisions contained in the proviso to paragraphs 7 and 8
apply in relation to any Extraordinary Resolution for the purpose of making any
modification of the provisions contained in the MTNs or the Conditions which:


 


(1)                                  postpones
the date of maturity or redemption of any of the relevant MTNs or any date for
payment of interest on the MTNs; or


 


(2)                                  reduces
or cancels the principal amount of the relevant MTNs or the rate of interest
payable on them; or


 


(3)                                  varies
the currency of account or currency in which any payment in respect of the
relevant MTNs is to be made; or


 


34

















 


(4)                                  modifies
the provisions contained in this schedule 2 concerning the quorum required at
any meeting of Holders or any adjournment of a meeting or concerning the
majority required to pass an Extraordinary Resolution; or


 


(5)                                  amends
this proviso in any manner.


 


21                                    An
Extraordinary Resolution passed at a meeting of the Holders duly convened and
held in accordance with this schedule 2 is binding on all the Holders, whether
present or not present at the meeting, and each of the Holders is bound to give
effect to it accordingly. The passing of any such resolution is conclusive
evidence that the circumstances of such resolution justify its passing.


 


22                                    Minutes
of all resolutions and proceedings at every meeting must be made and duly
entered in books to be from time to time provided for that purpose by the
Issuer and any such minutes, if purporting to be signed by the chairman of the
meeting at which such resolutions were passed or proceedings transacted or by
the chairman of the next succeeding meeting of the Holders, are conclusive
evidence of the matters contained in them and until the contrary is proved
every such minute in respect of the proceedings of which minutes have been made
and signed in that manner is deemed to have been duly convened and held and all
resolutions passed or proceedings transacted at that meeting to have been duly
passed and transacted.


 


23                                    Notwithstanding
the preceding provisions in this schedule 2, a resolution of the Holders may be
passed without any meeting or previous notice being required by:


 


(a)                                  in
the case of an Extraordinary Resolution, a resolution in writing signed by
Holders of outstanding MTNs having an aggregate Principal Amount of not less
than 66% of the aggregate Principal Amount of all outstanding MTNs; and


 


(b)                                 in
any other case, a resolution in writing signed by Holders of outstanding MTNs
having an aggregate Principal Amount greater than 50% of the aggregate
Principal Amount of all outstanding MTNs.


 


Any such
resolution shall be effective at the time that it is signed by the requisite
majority of Holders.


 


24                                    Notwithstanding
any other provision in this schedule 2, if and whenever there are MTNs
outstanding which are not identical and do not form one single tranche then
those MTNs which are in all respects identical are deemed to constitute a
separate tranche of MTNs and this schedule 2 has effect subject to the
following:


 


(a)                                  a
resolution which affects one tranche only of the MTNs is deemed to have been
duly passed if passed at a separate meeting of the Holders of that tranche;


 


(b)                                 a
resolution which affects more than one tranche of MTNs but does not give rise
to a conflict of interest between the Holders of any of the tranche so affected
is deemed to have been duly passed if passed at a single meeting of the Holders
of all the tranche so affected:


 


(c)                                  a
resolution which affects more than one tranche of the MTNs and gives or may
give rise to a conflict of interest between the Holders of any of the tranche
so affected is deemed to be passed if passed at separate meetings of the
Holders of each tranche so affected; and


 


35

















 


(d)                                 to
all such meetings referred to in paragraphs (a), (b) and (c) all the preceding
provisions of this schedule 2 apply with the necessary modifications as though
references in those provisions to MTNs and Holders were references to MTNs of
the tranche in question and to the Holders of those MTNs respectively.


 


36

















 


Executed by the Issuer at Canberra as a deed
poll:


 


 


	
  Signed sealed and delivered for

  Ecolab Finance Pty Limited
by its attorney in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Rachael Lewis

  	
   

  	
   

  	
  /s/ Thomas
  Francis Meagher

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  
	
   

  	
   

  	
   

  
	
  RACHAEL LEWIS

  	
   

  	
   

  	
  THOMAS FRANCIS MEAGHER

  	
   

  
	
  Solicitor, A.C.T.

  	
   

  	
   

  	
  SOLICITOR

  	
   

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  



 


37