Exhibit 10.A(iii)e


 


Registry
Services Deed


 


Ecolab
Finance Pty Limited


ACN 082 979 655


 


and


 


Perpetual
Trustee Company Limited


ACN 000 001 007


 


 


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 Definitions incorporated by reference

  
	
  1.3 Interpretation

  
	
   

  
	
  2 Appointment, Instructions and duties

  
	
   

  
	
  2.1 Appointment of Registrar

  
	
  2.2 Instructions

  
	
  2.3 Registrar

  
	
  2.4 General duties

  
	
  2.5 No notice of trust

  
	
   

  
	
  3 Registration of MTNs

  
	
   

  
	
  3.1 Notice

  
	
  3.2 Matters to be entered on Register

  
	
  3.3 Certificates

  
	
  3.4 Confirmation

  
	
  3.5 Other Services

  
	
   

  
	
  4 Registrar’s duties in respect of
  transfers

  
	
   

  
	
  4.1 Transfer forms

  
	
  4.2 Consent

  
	
  4.3 Pre-requisites for transfer by Transfer
  forms

  
	
  4.4 Registration of transfers

  
	
  4.5 Denomination

  
	
  4.6 Closure of Register

  
	
  4.7 Marking service

  
	
  4.8 Retention of Transfer

  
	
  4.9 Taxes,
  fees

  
	
   

  
	
  5 Payments

  
	
   

  
	
  5.1 Distribution statement

  
	
  5.2 Accounts

  
	
  5.3 Provision of funds

  
	
  5.4 Payments

  
	
  5.5 Void payment

  
	
  5.6 Withholding tax

  
	
  5.7 Surrender of Certificates

  
	
   

  
	
  6 Register

  
	
   

  
	
  6.1 Details to be included

  
	
  6.2 Inspection

  
	
  6.3 Joint Holder

  



 


1

















 


	
  Clause

  
	
  7 Redemption and cancellation

  
	
   

  
	
  7.1 Notification of redemptions and
  repurchases

  
	
  7.2 Record of redemptions and repurchases

  
	
  7.3 Record of certificates cancelled

  
	
  7.4 Redemption

  
	
  7.5 Cancellation

  
	
   

  
	
  8 Management reports and other Information

  
	
   

  
	
  8.1 Management reports

  
	
  8.2 Computer records

  
	
  8.3 Requested Information

  
	
  8.4 Austraclear authorisation

  
	
   

  
	
  9
  Back-up Data

  
	
   

  
	
  9.1 General Back-Up

  
	
  9.2 Daily Back-up Tapes

  
	
  9.3 Weekly Back-Up Tapes

  
	
  9.4 Year 2000

  
	
   

  
	
  10
  Registrar’s fees

  
	
   

  
	
  10.1 First year’s fees

  
	
  10.2 Annual Review

  
	
   

  
	
  11 Indemnities by Issuer and Registrar

  
	
   

  
	
  11.1 Issuer’s indemnity

  
	
  11.2 Issuer’s control of defence

  
	
  11.3 Separate representation

  
	
  11.4 Limit on Issuer’s indemnity

  
	
  11.5 Registrar’s indemnity

  
	
  11.6 Registrar’s control of defence

  
	
  11.7 Separate representation

  
	
  11.8 Limit on Registrar’s indemnity

  
	
   

  
	
  12 Documents and Forms

  
	
   

  
	
  12.1 Issuer documents

  
	
  12.2 Registrar to make available

  
	
   

  
	
  13 Audit

  
	
   

  
	
  13.1 External audit

  
	
   

  
	
  14
  Confidentiality

  
	
   

  
	
  14.1 Confidentiality and non disclosure

  
	
  14.2 Limited use

  
	
  14.3 No reproduction

  



 


2

















 


	
  Clause

  
	
  15 Removal and resignation of Registrar

  
	
   

  
	
  15.1 Removal of Registrar

  
	
  15.2 Resignation of Registrar

  
	
  15.3 Termination

  
	
  15.4 Obligations of Registrar

  
	
  15.5 Appointment of Successor Registrar

  
	
  15.6 Specified Offices

  
	
   

  
	
  16
  Responsibility

  
	
   

  
	
  16.1 Dealings by the Registrar

  
	
  16.2 Issuer’s Obligation

  
	
  16.3 Austraclear

  
	
   

  
	
  17 General

  
	
   

  
	
  17.1 Notices

  
	
  17.2 Assignment

  
	
  17.3 Governing law and jurisdiction

  
	
  17.4 Prohibition and enforceability

  
	
  17.5 Waivers

  
	
  17.6 Costs and Expenses

  
	
  17.7 Variation

  
	
  17.8 Attorneys

  
	
   

  
	
  Schedule 1 - Reporting Requirements

  
	
   

  
	
  Schedule 2 - Notice of Acceptance Details

  
	
   

  
	
  Schedule 3 - Register Details

  



 


3

















 


This
Registry Services Deed


 


is made on 10
July 1998 between the following parties:


 


1.                                      Ecolab
Finance Pty Limited

ACN 082 979 655

of Level 26, 50 Bridge Street, Sydney, New South Wales

(Issuer)


 


2.                                      Perpetual
Trustee Company Limited

ACN 000 001 007

of Level 7, 39 Hunter Street, Sydney, New South Wales

(Registrar)


 


Recitals


 


A.                                   The
Issuer intends to issue from time to time MTNs pursuant to the terms of the
Dealer Agreement.


 


B.                                     The
Registrar has agreed to provide a registry, transfer and marking facility and
other services for the MTNs on the terms of this deed.


 


This deed witnesses


 


that in consideration of, among other things, the mutual promises
contained in this deed, the parties agree:


 


 


1                                         Definitions and interpretation


 


1.1                               Definitions


 


In this deed, unless the context otherwise requires:


 


Auditor means such
auditor as is nominated by the Issuer with the approval of the Registrar (such
approval not to be unreasonably withheld):


 


Austraclear MTNs means
MTNs registered in the name of Austraclear;


 


Certificate means a
certificate in respect of a MTN issued by the Registrar under clause 3.3;


 


Conditions means:


 


(a)                                  the
General Conditions; and


 


(b)                                 any
other terms and conditions applicable to any MTNs to which the Registrar has
agreed;


 


Dealer Agreement means
the agreement dated on or about the date of this deed between the Issuer,
Citisecurities Limited as Arranger and the Dealers referred to therein:


 


Distribution Statement means
a statement of the names of and the amount payable to all Holders to be
provided by the Registrar under Clause 5.1;


 


1

















 


Index Number means
the figure for Sydney of the Consumer Price Index (All Groups) published from
time to time by the Australian Bureau of Statistics;


 


Information means
all written communications and other written information relating to this deed
and to the MTNs including, without limitation, details of the Holders, the
terms of this deed and the terms of the Master Note;


 


Joint Holders means
two or more persons registered as the Holder of the same MTN;


 


Mark means a
notation made by the Registrar as registrar of a Transfer to confirm that as at
the date that Transfer is produced to the Registrar, the person named in the
Transfer as transferor is the Holder of at least the number of MTNs comprised
in the Transfer after deduction of the nominal value of all MTNs in respect of
which the Registrar has marked other Transfers for that transferor which are
still current markings and which have not been registered;


 


Master Note means
the deed poll so titled dated on or about the date of this deed executed by the
Issuer for the benefit of the Holders;


 


Non-Austraclear MTNs means
MTNs other than Austraclear MTNs;


 


Normal Business Hours means
from 9.00am to 5.00pm on a Business Day;


 


Officer means:


 


(a)                                  in
relation to the Registrar, a director, secretary or an officer whose title
contains the word “manager” or “director” or a person performing the functions
of any of them; and


 


(b)                                 in
relation to the Issuer, a director or a secretary, or a person notified to be
an authorised officer, of the Issuer;


 


Payment Date means
in respect of an MTN each Interest Payment Date and each Redemption Date;


 


Register means the
register of Holders maintained or to be maintained under clause 2.4(a);


 


Registrar Account means
the bank account maintained by the Registrar in such Australian city as agreed
between the Registrar and the Issuer for the purpose of receipt and payment of
money in respect of MTNs;


 


Review Date means
the anniversary date of this deed and each subsequent anniversary date;


 


Services means the
registry, paying, transfer and marking and other services to be performed by
the Registrar in connection with the MTNs specified in this deed;


 


Standard Reports means
the reports the Registrar is required to provide to the Issuer under part 8
containing the information required by schedule 1 to be contained in those
reports or any other information agreed from time to time by the Registrar and
the Issuer;


 


System means the
computer based system (including, without limitation, all computers and related
equipment apparatus and machines, the software, data files) resident on the
Registrar’s facilities and all materials relating to that system; and


 


2

















 


Transfer means a
transfer and acceptance form in the form available from the Registrar, and
being in a form consistent with the then current market practice.


 


1.2                               Definitions Incorporated by reference


 


Except where
the context otherwise requires, words and phrases defined in the Master Note
have the same meaning in this deed.


 


1.3                               Interpretation


 


In this deed
unless the contrary intention appears:


 


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


 


(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 deed
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 a part, clause, party, annexure, exhibit or schedule is a
reference to a part and clause of, and a party, annexure, exhibit and schedule
to, this deed and a reference to this deed includes any annexure, exhibit and
schedule;


 


(g)                                 a
reference to a statute, regulation, proclamation, ordinance or by-law includes
all statutes, regulations, proclamations, ordinances or by-laws amending,
re-writing, consolidating or replacing it, and a reference to a statute
includes all regulations, proclamations, ordinances and by-laws issued under
that statute;


 


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


 


(i)                                     a
reference to liquidation includes administration, official management,
compromise, arrangement, merger, amalgamation, reconstruction, winding up,
dissolution, assignment for the benefit of creditors, scheme, composition or
arrangement with creditors, insolvency, bankruptcy, or a similar procedure or,
where applicable, changes in the constitution of any partnership or person, or
death but, when used in relation to the Registrar, only applies when any of the
foregoing occur to the Registrar in its personal capacity, not in its capacity
as trustee of a trust;


 


(j)                                     a
reference to a party to any document includes that party’s successors and
permitted assigns and substitutes (including any person taking by way of
novation);


 


(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;


 


3

















 


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


 


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


 


(n)                                 a
reference to a document includes any agreement in writing, or any certificate,
notice, instrument or other document of any kind;


 


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


 


(p)                                 no
act or omission of the Registrar will be regarded as being “wilful” if that act
or omission:


 


(1)                                  is
in accordance with the directions of a court;


 


(2)                                  is
otherwise sanctioned by law;


 


(3)                                  is
in accordance with a direction given by the Issuer; or


 


(4)                                  is
solely attributable to a breach by a person, other than the Registrar, of a
Transaction Document; and


 


(q)                                 subject
to clause 17.1(a)(3), the Registrar will only be considered to have knowledge,
awareness or notice of a thing, or grounds to believe any thing, by virtue of
the officers of the Registrar having actual knowledge, actual awareness or
actual notice of that thing (and similar references will be interpreted in this
way).


 


 


2                                         Appointment, instructions and duties


 


2.1                               Appointment of Registrar


 


The Issuer appoints
the Registrar as registrar to provide the Services in respect of the MTNs on
the terms and conditions of this deed and the Conditions applicable to the
MTNs, and the Registrar accepts such appointment on such terms and conditions.


 


2.2                               Instructions


 


If the Issuer
and the Registrar agree on procedures to be adopted in connection with the
Services, the Registrar must at all times use its best endeavours to comply
with those instructions.


 


2.3                               Registrar


 


(a)                                  The
Registrar must hold:


 


(1)                                  the
Master Note in safe keeping until all obligations of the Issuer under the
Master Note have been performed or otherwise satisfied in full or the
termination of the appointment of the Registrar and the


 


4

















 


appointment of
a new Registrar, whichever is the earlier to occur; and


 


(2)                                  all
payments received by it from the Issuer or the Guarantor for the account of and
(subject to this deed) on trust for the Holders until the earliest of:


 


(A)                              the
date of payment of the amount to the Holder in accordance with the Conditions;


 


(B)                                the
date of the termination of the appointment of the Registrar and payment of the
amount by the Registrar to the new Registrar in accordance with part 16; or


 


(C)                                the
date on which any claim against the Issuer for payment of the relevant amount
becomes void under General Condition 8.


 


(b)                                 Each
Holder shall be deemed to have irrevocably authorised the Registrar to hold the
Master Note on the terms of this deed.


 


2.4                               General duties


 


Without
limitation, the Registrar must act as registrar with regard to the MTNs and
carry out and provide the following duties and services:


 


(a)                                  establishing,
maintaining and conducting the Register and other facilities provided for in
this deed or agreed between the Registrar and the Issuer in such Australian
cities as the Issuer and the Registrar may agree in accordance with this deed
and the Master Note;


 


(b)                                 promptly
entering on the Register any details required to be entered on it by part 6;


 


(c)                                  keeping
and maintaining up to date the Register and other records as may be required in
connection with the performance of its responsibilities under this deed and the
Master Note or required by the Corporations Law to be kept or maintained by the
Issuer in relation to each MTN (including the details set out in schedule 3);


 


(d)                                 dealing
with any Transfer only in accordance with this deed and record on the Register
the details required by this deed to be recorded only if the Transfer appears
on its face to have been duly executed and provided that the denomination of
any MTN to be transferred is not less than $1,000,000 and is an integral
multiple of $100,000.  It is
acknowledged and agreed that the Registrar has no obligation to investigate or
verify the validity or authenticity of any signature or seal appearing on the
Transfer or to confirm the authority of any person purporting to sign a
Transfer on behalf of some other person;


 


(e)                                  if
and only if the Registrar is required by clause 3.3 to issue Certificates,
issuing the Certificates and providing Certificates to Holders upon request
made by notice and holding in safe custody for the relevant Holders all
Certificates which have not been provided to Holders and returning to the
Issuer all Certificates which have been surrendered for transfer, given up,
produced or released (whether or not they are then current);


 


5

















 


(f)                                    when
requested by the transferor, promptly Marking the Transfer;


 


(g)                                 without
limiting clause 2.5, treating the Holder of a MTN as the absolute owner of that
MTN and accordingly must not, except as ordered by a court of competent
jurisdiction or as required by statute, recognise (whether by entry in the
Register or otherwise, and even when having notice thereof) any legal or
equitable claim or interest in the MTN on the part of any other person;


 


(h)                                 retaining
in safe keeping not less than seven years (or such other period as the Issuer
directs) all documents required by this deed to be retained by the Registrar;


 


(i)                                     answering
promptly all reasonable enquiries from the Issuer and the Holders;


 


(j)                                     providing
Standard Reports as required by part 8;


 


(k)                                  supplying
to the Issuer when requested by notice by the Issuer such information as may
reasonably be requested by it or any auditor of the Issuer;


 


(l)                                     acting
in accordance with the terms and conditions of the Master Note (including the
Conditions) and, without limitation, doing all things which the Conditions
require the Issuer to procure the Registrar to do;


 


(m)                               promptly
forwarding to the Issuer a copy of any notice or documents served upon or
received by the Registrar which relate to any demand for payment by a Holder
(or person claiming to be entitled to such payment) or to any actual or alleged
breach or default by the Issuer of the terms and conditions of the MTNs;


 


(n)                                 if
requested by the Issuer or a Holder, providing to the Holder a document which
sets out the details registered in the Register in relation to the Holder and
the MTNs held by the Holder;


 


(o)                                 notifying
the Issuer with details of all complaints by a Holder regarding non-payment of
principal or interest promptly, and in any event within one Business Day of
receipt of such complaint;


 


(p)                                 if
it receives any notice from the Guarantor under the Deed of Guarantee addressed
to any Holders, forwarding a copy of such notice to the Holders and if
requested by any Holders to forward any notice to the Guarantor under the Deed
of Guarantee, promptly forwarding such notice to the Guarantor;


 


(q)                                 keep
the Register open, and being available to provide the services to be provided
under this deed, during Normal Business hours;


 


(r)                                    maintaining
the Register and all related records kept by the Registrar in electronic form
or in any other form which it considers expedient or which may be required by
law;


 


(s)                                  providing
Transfers to the Holders upon request by the Holders;


 


(t)                                    subject
to clause 13.2, making available for inspection by the Holders copies of this
deed, the Master Note, the Information Memorandum and any Pricing Supplement;


 


6

















 


(u)                                 in
respect of each Payment Date, calculating the amounts payable by the Issuer to
the Holders; and


 


(v)                                 any
other duties and services agreed between the Issuer and the Registrar or
provided for in the Condition applicable to any MTNs.


 


2.5                               No notice of trust


 


No notice of
any trust, express, implied or constructive, may (except as provided by statute
or as required by order of a court of competent jurisdiction) be entered in the
Register in respect of any MTN.


 


 


3                                         Registration of MTNs


 


3.1                               Notice


 


Unless
otherwise agreed by the Registrar, the Issuer must give the Registrar not less
than 1 Business Day’s prior notice of an issue or proposed issue of MTNs.  Where the Issuer issues MTNs it must (against
receipt of the Purchase Price for the MTNs) give notice containing the details
set out in schedule 2 to the Registrar with respect to each MTN issued and a
copy of the Pricing Supplement applicable to the MTN and (if it has not
previously provided a copy to the Registrar) the Information Memorandum at or
before 1.00 pm on the date of issue.


 


3.2                               Matters to be entered on Register


 


Where it
receives a notice under clause 3.1 the Registrar must as soon as practicable on
the date of issue effect the necessary registration ensuring that in respect of
each MTN to be registered it records against that MTN on the Register the
details set out in schedule 3 and the Pricing Supplement applicable to the MTN.


 


3.3                               Certificates


 


Where it
receives a notice under clause 3.1 which requires it to do so or the Issuer
requests it to do so at any time, the Registrar must prepare and may execute as
attorney on behalf of the Issuer the relevant Certificate for the MTNs in the
Series.


 


3.4                               Confirmation


 


The Registrar
must, as soon as reasonably practicable after the completion of its duties set
out in this part 3 give notice to the Issuer that it has recorded the details
required on the Register.


 


3.5                               Other Services


 


The Registrar
shall carry out and provide to the Issuer at the Issuer’s cost such other
services and registration facilities as the Issuer may reasonably require in
connection with the MTNs.


 


7

















 


4                                         Registrar’s duties in respect of
transfers


 


4.1                               Transfer forms


 


(a)                                  The
MTNs may be transferred by duly completed and, if applicable, stamped
Transfers.


 


(b)                                 Clause
4.1(a) does not prohibit, subject to the Conditions, the dealing in accordance
with the Regulations in any interests in any MTNs which are entered in the
Austraclear System.


 


4.2                               Consent


 


Subject to
clause 4.3, MTNs are transferable without the consent of the Issuer or the
Registrar.


 


4.3                               Pre-requisites for transfer by Transfer
forms


 


Each Transfer
must be stamped (if applicable) and:


 


(a)                                  accompanied
by such evidence (if any) as the Registrar may require to prove the title of
the transferor or his right to transfer the MTN;


 


(b)                                 lodged
with the Certificate for the relevant MTN, if any, where the Certificate is not
held by the Registrar; and


 


(c)                                  Signed
by both the transferor and the transferee.


 


4.4                               Registration of transfers


 


(a)                                  Subject
to this part 4, the Registrar will register a transfer of a MTN and upon entry
of the name, address and all other required details of the transferee in the
Register the Registrar and the Issuer will recognise the transferee as the
Holder entitled to the MTN transferred to it.


 


(b)                                 Entry
of such details of the transferee in the Register constitutes conclusive proof
of ownership by that transferee of the MTNs transferred to it.


 


(c)                                  The
transferor remains the owner of the relevant MTNs until the name of the
transferee is entered in the Register in respect of the MTNs transferred to it.


 


(d)                                 Subject
to clause 4.7(b), the Registrar shall register the transfer of a MTN whether or
not the Transfer giving effect to the transfer has been Marked by the
Registrar.


 


4.5                               Denomination


 


MTNs may only
be transferred in a minimum amount of $1,000,000 and in integral multiples of
$100,000.


 


4.6                               Closure of Register


 


(a)                                  No
transfer of any MTN forming part of a Series will be registered, and the
Register shall be closed, after the close of business on the 10th Business


 


8

















 


Day (or such
other number of days as may be agreed by the Issuer and the Registrar) prior to
each:


 


(1)                                  Redemption
Date, Interest Payment Date (if any) and other payment date with respect to the
MTNs forming part of the Series; and


 


(2)                                  meeting
of Holders of MTNs forming part of the Series convened in accordance with
schedule 2 of the Master Note.


 


(b)                                 On
each date that the Register closes under clause 4.6(a), the Registrar must
obtain a report from Austraclear detailing the persons whom Austraclear
recognises in accordance with the Regulations as owners of interests in the
Austraclear MTNs at the close of business on that date.


 


4.7                               Marking service


 


(a)                                  The
Registrar must provide a transfer and Marking service in respect of each Series
and make that service available to Holders during Normal Business Hours at the
offices of the Registrar in its customary manner.


 


(b)                                 Any
MTN in respect of which there is a Marked Transfer shall not be able to be
dealt with for a period from the date of the Marking to the earliest of:


 


(1)                                  7
days from the date of Marking;


 


(2)                                  the
date the Registrar receives the Marked Transfer executed by the transferor and
the transferee; or


 


(3)                                  the
date the Registrar cancels the Marked Transfer.


 


4.8                               Retention of Transfer


 


Every Transfer
that is registered must be retained by the Registrar in safe keeping (either in
original form, by imaging or in microfilm or microfiche copy) for at least
seven years and made available for inspection by or on behalf of the Issuer
upon request at any time during Normal Business Hours.


 


4.9                               Taxes, fees


 


(a)                                  The
Registrar is not obliged to, and where so directed by the Issuer by notice must
not, effect any transaction or dealing in any MTN on behalf of or for the
benefit of or at the request of any Holder unless the Holder has paid or
otherwise provided for Taxes and other costs or charges (whether similar to the
foregoing or not) to the satisfaction of the Registrar which have or may become
payable in respect of any transaction, dealing, Transfer or instrument.


 


(b)                                 Without
limiting part 10, no fee or other charge is payable by any person to the
Registrar or the Issuer in respect of the transfer or registration of any MTN.


 


9

















 


5.                                      Payments


 


5.1                               Distribution statement


 


(a)                                  To
enable the Issuer to make any payments of principal, interest or other amounts
to the Holders with respect to any Series in accordance with the Conditions,
the Registrar must provide to the Issuer in writing not later than the ninth
Business Day before each Payment Date a correct and complete Distribution
Statement as at the time of closure of the Register immediately prior to the
Payment Date together with all other information reasonably required by the
Issuer in order to make the required payments on that Payment Date including
without limitation, the identity of the Holders of the MTN and the amounts to
be paid to the Registrar.


 


(b)                                 At
the close of business 10 Business Days prior to a payment date the Registrar
must close the Register for the purpose of determining the Holders entitlement,
if any, to receive a payment of interest or other amount or repayment of
principal in relation to a MTN.


 


5.2                               Accounts


 


(a)                                  The
Registrar must maintain the Registrar Account.


 


(b)                                 The
Issuer must provide or procure the provision of sufficient funds in the
Registrar Account to cover payments under the MTNs (including upon redemption)
as and when they are to be made by the Registrar in accordance with the
Conditions applicable to them.


 


(c)                                  The
Issuer authorises the Registrar to operate on the Registrar Account and the to
disburse such funds for the purpose of carrying out its obligations under this
deed.


 


(d)                                 No
interest will be allowed or paid by the Registrar in respect of such funds.


 


5.3                               Provision of funds


 


The Issuer
must (unless otherwise agreed) unconditionally pay or procure to be paid in
Dollars in same day funds into the Registrar Account:


 


(a)                                  not
later than 1.00pm (Sydney time) on each Interest Payment Date an amount
sufficient (together with any funds then held by the Registrar which are
available for such purpose) to pay the interest due under the MTNs on that
Interest Payment Date; and


 


(b)                                 not
later than 1.00pm (sydney time) on the Redemption Date (whether in whole or in
part) for, or the date for any other payment to be made in respect of, any
MTNs, an amount sufficient (together with any funds then held by the Registrar
which are available for such purpose) to repay the principal, premium, accrued
interest or any other amount payable with respect to the MTNs on that date.


 


10

















 


5.4                               Payments


 


(a)                                  Subject
to clauses 5.3 and 5.4(c), the Registrar must effect payment of the amount due
to be paid on the relevant Interest Payment Date, Maturity Date, Redemption
Date or other date, as the case may be, in accordance with the Conditions applicable
to the relevant Austraclear MTNs or Non-Austraclear MTNs, as the case may be.


 


(b)                                 Without
prejudice to the obligations of the Issuer under clause 5.3 and subject to
clause 5.4(c), if payment of the appropriate amount referred to in clause 5.3
is made by or on behalf of the Issuer later than the time referred to in, but
otherwise in accordance with, the provisions of clause 5.3, the Registrar
agrees to make or cause to be made the payments referred to in clause 5.4(a).


 


(c)                                  Notwithstanding
any other provision of this deed, the Master Note, the Conditions or the Dealer
Agreement, the Registrar is under no obligation to make any payment under this
clause 5.4 unless and until the Issuer has paid to the Registrar sufficient
funds, or the Registrar holds sufficient funds previously received from the
Issuer, for the Registrar to make such payment.


 


(d)                                 If
payment of any amount due to a Holder is made in accordance with the
Conditions, that payment is a good discharge to the Issuer and the Registrar
despite any notice either of them may have (whether express or otherwise) of
the right, title, interest or claim of any other person to or in that money or
the MTN under which the payment is made.


 


(e)                                  Notwithstanding
any other provision of this deed the Registrar shall be entitled not to act
upon any instructions from the Issuer if and for so long as it is impossible
for the Registrar to act upon those instructions due to causes beyond its
control (but not occasioned by the gross negligence, wilful misconduct, fraud
or breach of contract of the Registrar) including, but not limited to, civil
war, insurrections, riots, fires, floods, explosions, earthquakes, acts of God
or the public enemy, labour disputes and any statute, order, regulation,
proclamation, ordinance, demand or requirement of any governmental agency
imposed after the date of this deed. 
The Registrar shall notify the Issuer as soon as possible after it has
in its sole and absolute discretion determined that it is unable to act on any
instructions as a result of any such impossibility and the Issuer may at any
time after receipt of such a notice from the Registrar and for so long as that
impossibility continues, by notice to the Registrar terminate this deed with
immediate effect.  The Registrar will have
no responsibility or liability whatsoever for any loss or expense suffered by
the Issuer as a result of the Registrar not so acting for the period during
which that impossibility continues. 
Unless this deed has been terminated, the Registrar shall take all
reasonable steps to avoid or remove the causes of non-performance and promptly
resume performance under this deed when the causes are removed.


 


11

















 


5.5                               Void payment


 


If the Issuer
has paid an amount to the Registrar under clause 5.3 and any claim against the
Issuer for payment of that amount under the relevant MTN becomes void under
General Condition 8 the Registrar ceases to hold that amount on trust for the
Relevant Holder and must promptly return it to the Issuer.


 


5.6                               Withholding tax


 


The Registrar
must on behalf of the Issuer:


 


(a)                                  pay all moneys which
are required to be withheld in accordance with General Conditions 6.2 and 7 of
the MTNs to the Australian Taxation Office in accordance with the requirements
of the Income Tax Assessment Act 1936;


 


(b)                                 comply with all the
filing and reporting requirements under the withholding tax and tax file number
provisions of the Income Tax Assessment Act 1936 which are applicable to the
Issuer with respect to the MTNs and payments made under the MTNs.


 


5.7                               Surrender of Certificates


 


If any Certificates have been issued in respect of any MTNs, the
surrender to the Registrar on or before the Maturity Date of the relevant
certificate shall be a condition of repayment of the principal of a MTN unless
the Certificate is held by the Registrar.


 


6.                                      Register


 


6.1                               Details to be Included


 


The Registrar must in relation to each Series while any MTNs of that
Series remain outstanding, maintain a Register in such Australian city as the
Issuer and the Registrar may agree or, failing which, Canberra in accordance
with this deed which shows in respect of each MTN comprised in the Series the
details specified in schedule 3 together with the following:


 


(a)                                  details of all subsequent Transfers and
changes of ownership of the MTN;


 


(b)                                 the details of any Marking in respect of the
MTN;


 


(c)                                  any other information required by law or
which the Issuer and Registrar agree;


 


(d)                                 where a MTN is either redeemed or repurchased
by the Issuer and cancelled by the Registrar, details of that redemption or
repurchase and cancellation and its date; and


 


(e)                                  if the Registrar is notified in writing by a
Holder that the Holder’s registered address in the Register is to be altered to
another address, details of that new address.


 


12

















 


6.2                               Inspection


 


The Registrar must make available for inspection by any Holder, that
part of the Register which relates to the MTNs held by that Holder:


 


(a)                                  if the MTNs are debentures (as defined in the
Corporations Law) in accordance with the Corporations Law; and


 


(b)                                 otherwise during Normal Business Hours in
accordance with its customary practice.


 


6.3                               Joint Holder


 


Where two or more persons are registered or together apply to become
registered as the Holder of any MTN they shall be deemed to be Joint Holders
and:


 


(a)                                  on the death of a Joint Holder, the survivor
or survivors of the Joint Holders will be the only person or persons recognised
as having title to the MTN, but the Registrar may require any evidence of death
of the Joint Holder as it considers appropriate; and


 


(b)                                 unless otherwise directed by the Joint
Holders, the Registrar may send any notices, cheques or other communications in
respect of the MTN only to the Joint Holder whose name appears first in the
Register in respect of the MTN.


 


7                                         Redemption and cancellation


 


7.1                               Notification of redemptions and
repurchases


 


The Issuer must give notice to the Registrar of the redemption or
(unless it is effected by presentation to the Registrar of a Transfer with the
Issuer as transferee) repurchase of a MTN identifying the MTN redeemed or
repurchased and, if appropriate and if the Registrar does not already hold it,
accompanied by the Certificate, if any, for that MTN.


 


7.2                               Record of redemptions and repurchases


 


The Registrar must record in the Register from notices given under
clause 7.1 the redemption or repurchase by the Issuer of any MTNs.


 


7.3                               Record of certificates cancelled


 


The Registrar must:


 


(a)                                  keep a complete record of any Certificates
issued, cancelled, replaced or destroyed by it; and


 


(b)                                 give the Issuer the same access to that
record as the Issuer has to the Register.


 


7.4                               Redemption


 


(a)                                  The Registrar must, as soon as reasonably
practicable (and, in any event, within 3 months) after the date it receives
notice under clause 7.1 of


 


13

















 


redemption or repurchase and redemption of any MTN (including a MTN
that has been purchased or repurchased but not cancelled), as the case may be,
deliver to the Issuer a certificate signed by a duly authorised officer stating
in writing:


 


(1)                                  the aggregate principal amount of MTNs which
have been redeemed, partially redeemed or repurchased and redeemed or partially
redeemed; and


 


(2)                                  the Redemption Date of the MTNs,


 


and the Issuer may accept such certificate as conclusive evidence of
the redemption or repurchase and redemption as the case may be of the relevant
MTNs.


 


(b)                                 Any Certificate issued by the Registrar in
relation to a MTN which is redeemed by the Issuer must be cancelled and
destroyed by the Registrar as soon as reasonably practicable after it is
received by the Registrar.


 


7.5                               Cancellation


 


The Registrar must, as soon as reasonably practicable (and, in any
event, within 3 months) after the date of the redemption or repurchase and
redemption of a MTN by the Issuer, cancel the MTN.


 


8                                         Management reports and other
information


 


8.1                               Management reports


 


The Registrar must in relation to each Series of MTNs:


 


(a)                                  develop and maintain the portfolio of
management reports specified in schedule 1;


 


(b)                                 provide those reports to the Issuer:


 


(1)                                  at the times required by schedule 1 in
respect of each category of report; and


 


(2)                                  in addition, whenever reasonably requested by
the Issuer by notice to the Registrar.


 


8.2                               Computer records


 


Where the Issuer so requests by notice and the Issuer pays the
reasonable production costs the Registrar must provide to the Issuer hard copy
computer printouts in duplicate showing complete details of all entries
recorded in the Register and copies of any reports that the Registrar is
entitled to receive from Austraclear.


 


8.3                               Requested information


 


Where the Issuer so requests by notice and pays the reasonable costs of
its provision, the Registrar must provide the Issuer with any further
information with


 


14

















 


regard to the activities of the Registrar under this deed as the Issuer
may reasonably request.


 


8.4                               Austraclear authorisation


 


The Issuer must provide an authorisation to Austraclear authorising the
Registrar to obtain the information required by the Registrar (to the extent
such information is available from Austraclear), to fulfil its obligations
under this deed.


 


9                                         Back-up Data


 


9.1                               General Back-Up


 


The Registrar must maintain full computer back-up of:


 


(a)                                  all entries effected on the Register for all
MTNs in each Series so as to enable continuous availability of full registry
facilities;


 


(b)                                 all reports generated for the Issuer under
part 8.


 


9.2                               Daily Back-up Tapes


 


The Registrar must maintain a cycle of data back-up tapes for each of
the preceding five Business Days which enables it to recover data from that
cycle for at least the previous five Business Days.


 


9.3                               Weekly Back-Up Tapes


 


The Registrar must maintain a cycle of weekly back-up tapes for each of
the preceding four weeks to enable the recovery of data from that cycle for the
preceding four weeks.


 


9.4                               Year 2000


 


The Registrar must from time to time upon reasonable request by the
Issuer (such requests not to be made more than one time in any period of 12
months) provide to the Issuer that information the Registrar believes is
relevant to the Issuer when ensuring that the Registrar’s obligations under
this deed will not be adversely affected by the advent or continuance of the
year 2000.


 


10                                  Registrar’s fees


 


10.1                        First year’s fees


 


The Issuer must pay in respect of the Services provided by the
Registrar under this deed the fees as agreed between the Issuer and the
Registrar from time to time.


 


10.2                        Annual Review


 


The fees to be paid by the Issuer to the Registrar under this deed must
be the subject of review on each Review Date. 
If the Issuer and the Registrar do not


 


15

















 


agree on the new level of those fees, the new fees will be the higher
of the current fee and a fee calculated by multiplying the current fee by the
fraction N1/B1, where B1 is the Index Number in the year immediately preceding
the Review Date and N1 is the Index Number at the relevant Review Date.


 


11                                  Indemnities by Issuer and Registrar


 


11.1                        Issuer’s indemnity


 


Subject to clause 11.4, the Issuer indemnifies and holds harmless the
Registrar on demand against any losses, liabilities, costs, expenses, claims,
actions or demands which the Registrar may incur directly or indirectly or
which may be made against the Registrar in connection with its appointment or
the exercise of the powers, discretions and authorities and performance of the
duties of the Registrar under this deed (including those losses, liabilities,
costs, expenses, claims, actions or demands arising because of any payment or
failure to make any payment contemplated by this deed or because of reliance in
good faith on telephone or facsimile instructions originating or purporting to
originate from the offices of the Issuer or to be given by an Officer of the
Issuer) except to the extent that any losses, liabilities, costs, expenses,
claims, actions or demands result from the Registrar’s own negligence, fraud or
wilful default under this deed or from the negligence, fraud or wilful default
of the Registrar’s officers, employees or agents.


 


11.2                        Issuer’s control of defence


 


If any claim, action or demand is made against the Registrar, in
respect of which indemnity may be sought from the Issuer under clause 11.1, the
Registrar must promptly notify the Issuer in writing and the Issuer may assume
the defence of that claim, action or demand including the employment of legal
advisers to whom the Registrar must have no reasonable objection, subject to
the payment by the Issuer of all expenses.


 


11.3                        Separate representation


 


The Registrar may employ separate legal advisers in, and defend, or
participate in the defence of, any such action where the Issuer assumes
responsibility under clause 11.2, but the fees and expenses of those legal
advisers must be borne by the Registrar unless the Issuer has failed to assume
the defence and employ legal advisers for that purpose.


 


11.4                        Limit on Issuer’s Indemnity


 


The Issuer is not liable to indemnify the Registrar for any settlement
of any claim, action or demand made without the consent of the Issuer.


 


11.5                        Registrar’s indemnity


 


Subject to clause 11.8, the Registrar indemnifies and holds harmless
the Issuer on demand against all losses, liabilities, costs, expenses, claims,
actions or demands which the Issuer may incur directly or indirectly or which
may be made against the Issuer in connection with the Registrar’s breach of its
obligations under this deed or


 


16

















 


any negligence, wilful default or fraud of the Registrar in the
performance of its duties under this deed except to the extent that any losses,
liabilities, costs, expenses, claims, actions or demands result from the
Issuer’s own negligence, fraud or wilful default or from the negligence, fraud
or wilful default of the Issuers officer, employees or agents.


 


11.6                        Registrar’s control of defence


 


If any claim, action or demand is made against the Issuer, in respect
of which indemnity may be sought from the Registrar under clause 11.5, the
Issuer must promptly notify the Registrar in writing and the Registrar may
assume the defence to that claim, action or demand including the employment of
legal advisers to whom the Issuer must have no reasonable objection, subject to
the payment by the Registrar of all expenses.


 


11.7                        Separate representation


 


The Issuer may employ separate legal advisers in, and defend, or
participate in the defence of, any such action where the Registrar assumes
responsibility under clause 11.6, but the fees and expenses of those legal
advisers must be borne by the Issuer unless the Registrar has failed to assume
the defence and employ legal advisers for that purpose.


 


11.8                        Limit on Registrar’s Indemnity


 


The Registrar is not liable to indemnify the Issuer for any settlement
of any claim, action or demand made without the consent of the Registrar.


 


12                                  Documents and Forms


 


12.1                        Issuer documents


 


The Issuer must deposit with the Registrar the original of the Master
Note and, at the reasonable request by notice from the Registrar, give the
Registrar copies of any other document required by the Registrar in connection
with the performance by the Registrar of its obligations under this deed.


 


12.2                        Registrar to make available


 


The Registrar must make available to the Holders through its office at
the reasonable request of the Holders during Normal Business Hours any
documents sent to the Registrar by the Issuer under clause 12.1.


 


13                                  Audit


 


13.1                        External audit


 


The Register and any other records held by the Registrar in respect of
the MTNs must, at the Issuer’s reasonable request and at the cost of the
Issuer, be subject to audit by the Auditors and the Registrar must at all
reasonable times, upon


 


17

















 


reasonable
written notice, provide such information and records to the Auditor as is
reasonably required to conduct such audit.


 


14                                  Confidentiality


 


14.1                        Confidentiality and non disclosure


 


The Registrar
must maintain absolute confidentiality concerning the Information and no public
announcement or communication relating to the negotiations of the parties or
the Information (including without limitation the existence, subject matter or
terms of this deed) may be made or authorised by or on behalf of the Registrar,
without the prior written approval of the Issuer, except that it may make such
disclosure in relation to this deed, and the Information it may in its
discretion think necessary:


 


(a)                                  to comply with its
obligations under this deed;


 


(b)                                 to its professional advisers, bankers,
financial advisers and financiers upon those persons undertaking to keep
confidential any information so disclosed; or


 


(c)                                  to comply with any
applicable law or the requirement of any regulatory body (including any
relevant stock exchange),


 


and the
Registrar shall notify the Issuer beforehand of such proposed disclosure, or if
any prior notice is not practicable, as soon as is reasonably practicable after
such disclosure.


 


14.2                        Limited use


 


The Registrar
must not use, or permit its officers, employees and professional advisers or
third parties to whom the Information is disclosed or revealed under clause
14.1 to, use the Information for any purpose other than as permitted by this
deed, without the prior written consent of the Issuer.


 


14.3                        No reproduction


 


The Registrar
must not reproduce or permit its officers, employees and professional advisers
or third parties to whom the Information is disclosed or revealed pursuant to
clause 14.1 to reproduce any document or part of the document comprising or
forming any part of the Information without the prior written consent of the
Issuer, unless that reproduction is for its own internal use, for the purposes
of disclosure to any person to whom disclosure is permitted under clause 14.1
or for the purpose of properly performing its obligations under this deed.


 


18

















 


15                                  Removal and resignation of Registrar


 


15.1                        Removal of Registrar


 


Subject to the
appointment and acceptance of a successor Registrar as provided in clause 15.5,
the Issuer may at any time (except in any period of 20 Business Days before any
Payment Date and on that Payment Date) terminate the appointment of the
Registrar by giving to the Registrar notice to that effect not less than 30
Business Days (or such lesser period as may be agreed) before the date
specified in that notice as the date on which the appointment terminates.


 


15.2                        Resignation of Registrar


 


The Registrar
may resign its appointment under this deed at any time by giving the Issuer
notice to that effect not less than 30 Business Days (or such lesser period as
may be agreed) before the date specified in that notice as the date on which
the appointment terminates, but the notice must not expire in any period of 20
Business Days before any payment date or on a payment date.


 


15.3                        Termination


 


(a)                                  If the Registrar
becomes insolvent, is in the process of being wound up or goes into liquidation
or the Registrar or any of its officers, advisers or agents commits or attempts
to commit any fraud, wilful default or negligent act in the performance of its
duties under this deed the
Issuer may at any time terminate this deed by notice.


 


(b)                                 If either party
(“defaulting party”) fails to perform or observe any obligation or agreement
expressed or implied in this deed for any reason other than as a result of the
fault of the other party (“non-defaulting party”) and the defaulting party does
not remedy the failure within 3 Business Days after receiving notice from the
non-defaulting party, the non-defaulting party may at any time while such
failure remains outstanding
terminate this deed by notice.


 


15.4                        Obligations of Registrar


 


Upon its
resignation or removal becoming effective, but subject to the Issuer paying the
Registrar (except to the extent of any genuine dispute) its fees for the
Services provided under this deed to the date of its resignation or removal,
the Registrar must promptly deliver and transfer to the successor Registrar,
the Issuer or as the Issuer may direct by notice all property belonging to the
Issuer or held by the Registrar on behalf of the Issuer or the Holders
including:


 


(a)                                  records and
information referred to in parts 3 and 6 and clause 7.2;


 


(b)                                 records and
information maintained by it in respect of the Master Note held and the MTNs
registered by it; and


 


(c)                                  a magnetic computer tape or disc current at the date of
termination containing all information required to be kept by the Registrar on
the Register;


 


19

















 


provided that
such termination shall not affect any rights or liabilities arising prior to
the date of termination or which arise thereafter in respect of any act or
omission prior to the date of termination.


 


15.5                        Appointment of Successor Registrar


 


Upon a notice
of resignation or removal being given or the Registrar otherwise ceasing to be
the Registrar, the Issuer must appoint a successor Registrar. If no such
successor can be found the Issuer must act as Registrar. The appointment of the
successor Registrar shall be effective upon the expiration of the notice of
resignation or removal or otherwise upon appointment and thereupon such
successor Registrar shall succeed to and become vested with all the rights,
powers, duties and obligations of the retiring Registrar and the retiring
Registrar shall be discharged from its duties and obligations under this deed
as and from such time provided that such termination shall not affect any
rights or liabilities arising prior to the date of termination or which arises
thereafter with respect to any act or omission occurring prior to the date of
termination.


 


15.6                        Specified Offices


 


The Registrar
may, with the consent of the Issuer, change any of its specified offices at
which it provides the Services.


 


16                                  Responsibility


 


16.1                        Dealings by the Registrar


 


The Registrar
and any related body corporate of the Registrar may:


 


(a)                                  subscribe for MTNs or purchase,  hold deal in or dispose with MTNs;


 


(b)                                 at any time:


 


(1)                                  contract with;


 


(2)                                  act in any capacity
as a representative or agent for;


 


(3)                                  enter into any
financial, banking, agency or other transaction with,


 


any Holder,
the Issuer, any Dealer, the Guarantor or the Arranger; or


 


(c)                                  be interested in any
contract or transaction referred to in clause 16.1(b),


 


and is not
liable to account to any other person for any profits or benefits (including,
without limitation, bank charges, commission, exchange, brokerage and fees)
derived in connection with any such contract or transaction.


 


16.2                        Issuer’s Obligation


 


The Registrar
shall not be responsible or in any way liable for the performance by the Issuer
of its obligations under any Transaction Document or for enforcement of those
obligations.


 


20

















 


16.3                        Austraclear


 


The Registrar
shall not be responsible or in any way liable for the performance by
Austraclear of any of its obligations in connection with the MTNs or for the
enforcement of those obligations.


 


17                                  General


 


17.1                        Notices


 


(a)                                  Any notice or other
communication including, but not limited to, any request, demand, consent or
approval, to or by a party to any Transaction Document:


 


(1)                                  must be in legible
writing and in English addressed as shown below:


 


(A)                              if to the Issuer:


 


Address:                                               Ecolab
Inc.


N/6 Ecolab
Centre


370 North
Wabasha Street


Saint Paul
Minnesota 55102 USA


 


Attention:                                         Manager,
Corporate Finance


 


Facsimile:                                            0011 1 612
293 2379;


 


with a copy
to:


 


Address:                                               Ecolab
Pty Ltd


6 Hudson
Avenue


Castle Hill
NSW 2154


 


Attention:                                         Finance
Director


 


Facsimile:                                            (02) 9899
3105;


 


(B)                                if to the Registrar;


 


Address:                                               Level 3


39 Hunter
Street


SYDNEY NSW
2000


 


Attention:                                         Manager,
Securitisation


 


Facsimile:                                            9221 7870,


 


or as
specified to the sender by any party by notice;


 


(2)                                  where the sender is a
company, must be signed by an Officer or under the common seal of the sender;


 


(3)                                  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 addressed to another country) from and including
the date of postage/on delivery to the addressee; or


 


21

















 


(C)                                if by facsimile
transmission, 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,


 


but if the
delivery or receipt is on a day which is not a Business Day or is after 4.00 pm
(addressee’s time) it is regarded as received at 9.00 am on the following
Business Day; and


 


(4)                                  can be relied upon by
the addressee and the addressee is not liable to any other person for any
consequences of that reliance if the addressee believes it to be genuine,
correct and authorised by the sender.


 


(b)                                 In this clause 17.1, a
reference to an addressee includes a reference to an addressee’s Officers,
agents or employees or any person reasonably believed by the sender to be an
Officer, agent or employee of the addressee.


 


17.2                        Assignment


 


(a)                                  The Issuer must not
transfer or assign any of its rights or obligations under this deed except to a
Substitute Issuer which has been substituted as Issuer under clause 2.5 of the
Master Note or with the prior consent of the Registrar.


 


(b)                                 The Registrar must not
transfer or assign any of its rights or obligations under this deed to any
person without the prior consent of the Issuer.


 


17.3                        Governing
law and jurisdiction


 


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


 


(b)                                 The parties
irrevocably submit to the 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)                                 Each of the parties
irrevocably waives any immunity in respect of its obligations under this deed
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
before judgment, attachment in aid of execution or execution.


 


17.4                        Prohibition and enforceability


 


(a)                                  Any provision of, or
the application of any provision of, any Transaction Document or any right,
power or remedy which is prohibited in any jurisdiction is, in that
jurisdiction, ineffective only to the extent of that prohibition.


 


(b)                                 Any provision of, or
the application of any provision of, any Transaction Document which is void,
illegal or unenforceable in any jurisdiction does not affect the validity,
legality or enforceability of that provision in any


 


22

















 


other
jurisdiction or of the remaining provisions in that or any other jurisdiction.


 


17.5                        Waivers


 


(a)                                  Waiver of any right
arising from a breach of any Transaction Document or of any right, power or
remedy arising upon default under any Transaction Document must be in writing
and signed by the party granting the waiver.


 


(b)                                 A failure or delay in
exercise, or partial exercise, of:


 


(1)                                  a  right arising from a breach of any
Transaction Document; or


 


(2)                                  a right, power or
remedy created or arising upon default under any Transaction Document,


 


does not
result in or constitute a waiver of that right, power or remedy.


 


17.6                        Costs and Expenses


 


The Issuer
shall pay or reimburse the Registrar on demand for:


 


(a)                                  the reasonable costs,
charges and expenses of the Registrar in connection with the negotiation,
preparation, execution, stamping, registration and completion of this deed; and


 


(b)                                 the reasonable costs,
charges and expenses of the Registrar in connection with any consent, approval,
exercise of rights, waiver, variation, release or discharge in accordance with
this deed;


 


(c)                                  the costs, charges
and expenses of the Registrar in connection with the enforcement, or
preservation of any rights under this deed (including, without limitation, any
expenses incurred in retaining any independent consultant or other person to
evaluate any matter of concern and its administration costs in connection with
those events); and


 


(d)                                 Taxes, stamp duties,
registration fees and other duties and fines and penalties in respect of any of
them, which may be payable or determined to be payable in connection with this
deed or a payment or receipt or any other transaction contemplated by this
deed.


 


including in
each case, without limitation, legal costs and expenses on a full indemnity
basis.


 


17.7                        Variation


 


A
variation  of any term of this deed must
be in writing and signed by the parties.


 


17.8                        Attorneys


 


Each of the
attorneys executing this deed states that the attorney has no notice of the
revocation of the power of attorney appointing that attorney.


 


23

















 


Schedule
1-Reporting Requirements


 


The Registrar must provide the
Issuer with the following reports at the following intervals:


 


	
  Type of
  Report

  	
   

  	
  When required

  
	
  Turnover
  Report

  	
   

  	
  Monthly

  
	
  Austraclear
  System Turnover Report

  	
   

  	
  Monthly

  
	
  Holders
  Report

  	
   

  	
  Monthly

  
	
  Austraclear
  System Holders Report

  	
   

  	
  Monthly

  
	
  Holders
  Report (for Payments) as at the close of business 10 Business Days prior to
  each Payment Date

  	
   

  	
  No later
  than the ninth Business Day prior to each Payment Date.

  
	
  Austraclear
  Holders Report (for Payments) as at the close of business 10 Business Days
  prior to each Payment Date

  	
   

  	
  No later
  than the ninth Business Day prior to each Payment Date.

  
	
  Holders
  Report (for redemption) as at the close of business 10 Business Days prior to
  the Maturity Date.

  	
   

  	
  No later
  than the ninth Business Day prior to the Maturity Date.

  
	
  Austraclear
  System Holders Report (for redemption) as at the close of business 10
  Business Days prior to the Maturity Date.

  	
   

  	
  No later
  than the ninth Business Day prior to the Maturity Date.

  
	
  Large
  investors - volume/movement (Holders and Austraclear holders)

  	
   

  	
  Monthly

  
	
  The current
  MTNs

  	
   

  	
  Monthly

  



 


The Registrar must provide the
Issuer with such other reports that the Issuer and Registrar agree.


 


24

















 


Schedule
2 - Notice of Acceptance Details


 


Details of the
MTNs to be provided by the Issuer are:


 


1                                          the
distinguishing code to be specified for the Series of which the MTNs form part
(being a code which distinguishes that Series of MTNs from any other Series);


 


2                                          the number of
MTNs issued;


 


3                                          the Issue
Date;


 


4                                          the principal
amount and, if applicable, Redemption Amounts of each MTN;


 


5                                          the rate of
interest or any other amount payable;


 


6                                          the Interest
Payment Dates;


 


7                                          the
Redemption Date or Redemption Dates;


 


8                                          the full
names, addresses and payment instructions of those persons to be entitled to
registration as a Holder of the MTN, together with details of such number of
MTNs to be registered in respect of each such person;


 


9                                          if provided
to the Issuer, the tax file number or exemption details of the person to be
entitled to registration as a Holder of the MTN;


 


10                                    whether or not the
Holder is entitled to repayment of principal and payment of interest in respect
of the MTNs and if so, details as to the manner of payment of those monies; and


 


11                                    any other details
to be recorded on the Register and set out in the Pricing Supplement issued in
connection with the Series.


 


25

















 


Schedule
3 - Register Details


 


The details to
be recorded in the relevant Register in relation to each MTN are:


 


1                                          the full name
of the Holder of the MTN;


 


2                                          the address
of the Holder of the MTN (if not held by Austraclear);


 


3                                          the tax file
number or exemption details of the Holder (if provided);


 


4                                          the Issue
Date and any Interest Commencement Date or transfer date of the MTN;


 


5                                          the Principal
Amount and, if applicable, Redemption Amounts of the MTN;


 


6                                          the rate of
interest or any other amount payable in relation to the MTN;


 


7                                          the payment
dates in relation to the MTN, including the Redemption Date or Redemption Dates
and any Interest Payment Date of the MTN;


 


8                                          any payment
instructions notified by the Holder;


 


9                                          the date on
which each MTN is fully or partially redeemed or cancelled; and


 


10                                    any other
information set out in the Pricing Supplement issued in connection with the
Series or considered desirable or proper by the Issuer.


 


26

















 


Executed
as a deed:


 


 


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

  Solicitor, A.C.T.

  	
   

  	
  THOMAS FRANCIS MEAGHER

  SOLICITOR

  
	
  Name (Please
  Print)

  	
   

  	
  Name (Please
  Print)

  



 


 


Signed
sealed and delivered for

Perpetual Trustee Company Limited

by its attorney in the presence of :


 


	
  /s/ Vanessa
  Bond

  	
   

  	
  /s/ Timothy
  Castle

  
	
  Witness

  	
   

  	
  Attorney

  
	
  VANESSA BOND

  	
   

  	
  TIMOTHY CASTLE

  
	
  Name (Please
  Print)

  	
   

  	
  Name (Please
  Print)

  



 


27