Exhibit 10.A(iii)B


 


Guarantee and Negative Pledge

Medium Term Notes and Commercial Paper

Programme of Ecolab Finance Pty Limited


 


 


Executed by


 


Ecolab Inc.


 


and


 


In favour of


 


Each of the Benefited Parties


 


 


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)


 

















 


Guarantee and Negative Pledge


 


This Deed Poll


 


is made on 10 July 1998:


 


By


 


Ecolab Inc.


a corporation incorporated under the laws of
the State of Delaware, United States of America and having its principal place
of business at Ecolab Centre, St Paul, Minnesota 55102, United States of
America


(Guarantor)


 


IN FAVOUR OF


 


Each of the
Benefited Parties


 


This deed poll witnesses that the Guarantor
convenants In favour of each Benefited Party as follows:


 


1                                         Guarantee


 


The Guarantor unconditionally and irrevocably
guarantees to each of the Benefited Parties the payment when due and payable of
the Guaranteed Moneys.


 


2                                         Payments


 


All payments which the Guarantor is required
to make under this deed poll must be made without any set off, counter claim,
condition or deduction and are payable by the Guarantor to the relevant
Benefited Party on demand by the Benefited Party.


 


3                                         Continuing obligation


 


The guarantee, warranties, covenants and
other obligations of the Guarantor contained in this deed poll are continuing
obligations of the Guarantor, despite any settlement of account or the
occurrence of any other thing and remain in full force and effect until all
Guaranteed Moneys owing to the Benefited Parties, contingently or otherwise,
have been paid in full and the Dealer Agreement has been terminated.


 


4                                         Independent obligation


 


The guarantee contained in this deed poll is
a separate and independent obligation of the Guarantor and is not to be treated
as ancillary or collateral to any other right or obligation.


 


1

















 


5                                         Avoidance
of payments


 


If any payment or other transaction relating
to or affecting the Guaranteed Moneys is void, voidable or unenforceable in
whole or in part or is claimed to be void, voidable or unenforceable and that
claim is upheld, conceded or compromised in whole or in part:


 


(a)                                  the
liability of the Guarantor under this deed poll is the same as if that payment
or transaction (or the void, voidable or unenforceable part of it) and any
release, settlement or discharge made in reliance on any such payment or
transaction had not been made; and


 


(b)                                 the
Guarantor must promptly take all reasonable action and sign all documents
reasonably required by any Benefited Party to restore to that Benefited Party
the benefit of the liability of the Guarantor under this deed poll in place
immediately before the payment or transaction.


 


6                                         Unconditional
obligations


 


The obligations of the Guarantor under this
deed poll are not released, discharged or otherwise affected by anything which
but for this provision might have that effect.


 


7                                         No
competition


 


Until the Guaranteed Moneys have been fully
paid, the Guarantor is not entitled, and must not attempt or purport, to:


 


(a)                                  be
subrogated to the rights of any Benefited Party under a Document;


 


(b)                                 claim
or receive the benefit of any document or agreement in relation to a Document
of which any Benefited Party has the benefit, any moneys held by any Benefited
Party under a Document or any other rights of any Benefited Party under a
Document.


 


8                                         Representations,
warranties and undertakings


 


8.1                               Representations
and warranties


 


The Guarantor represents and warrants to the
Benefited Parties as follows:


 


(a)                                  the
Guarantor is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware;


 


(b)                                 the
execution, delivery and performance by the Guarantor of this deed poll are
within the Guarantor’s corporate powers, have been duly authorised by all
necessary corporate action, and do not contravene:


 


(1)                                  the Guarantor’s
restated certificate of incorporation or by-laws; or


 


(2)                                  any law or any
contractual restriction binding on or affecting the Guarantor;


 


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(c)                                  no
authorisation or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due
execution, delivery and performance by the Guarantor of this deed poll except
any such approvals, notices, actions or filings which have already been made,
obtained or given;


 


(d)                                 this
deed poll is legal, valid and binding on the Guarantor enforceable against the
Guarantor in accordance with its terms, subject to any applicable bankruptcy,
insolvency, reorganisation, moratorium or similar laws affecting creditors’
rights generally and to general principles of equity;


 


(e)                                  the
consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries
as of December 31, 1997 and the related statements of income, cash flows
and shareholders’ equity of the Guarantor and its Consolidated Subsidiaries for
the fiscal year then ended, copies of which have been furnished to the Arranger,
each Dealer, the Registrar and the I&P Agent fairly present the financial
condition of the Guarantor and its Consolidated Subsidiaries as at such date
and the consolidated results of the operations of the Guarantor and its
Consolidated Subsidiaries for the period ended on such date, all in accordance
with GAAP consistently applied;


 


(f)                                    there
are no pending actions, suits or proceedings against the Guarantor or any of
its Subsidiaries before any court or arbitrator or any governmental body,
agency or official, in which there is (in the best judgement of the Guarantor),
a reasonable possibility of an adverse decision which would affect:


 


(1)                                  the business,
consolidated financial position or consolidated results of operations of the
Guarantor and its Consolidated Subsidiaries, to the extent that there is (in
the best judgment of the Guarantor) a reasonable possibility that such decision
would prevent the Guarantor from discharging its obligations in accordance with
the terms of this deed poll; or


 


(2)                                  the legality,
validity or enforceability of this deed poll;


 


(g)                                 United
States federal income tax returns of the Guarantor and its Subsidiaries have
been examined and closed through the year ended December 31, 1990.  The Guarantor and its Subsidiaries have
filed all United States Federal income tax returns and all other material tax
returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by the
Guarantor or any of its Subsidiaries, except such taxes or assessments, if any,
as are being contested in good faith by appropriate proceedings.  The charges, accruals and reserves on the
books of the Guarantor and its Subsidiaries in respect of taxes are, in the
opinion of the Guarantor, adequate;


 


(h)                                 each
of the Guarantor’s Subsidiaries is a corporation duly incorporated, validly
existing and in good standing (or the equivalent under applicable local law)
under the laws of its jurisdiction of incorporation, and has all corporate
powers and all governmental licenses, authorisations, consents and approvals
required to carry on its business as now conducted, except in


 


3

















 


each case
where the failure to do so could not reasonably be expected to affect:


 


(1)                                  the
business, consolidated financial position or consolidated results of operations
of the Guarantor and its Consolidated Subsidiaries to the extent that there is
a reasonable possibility that such failure would prevent the Guarantor from discharging
its obligations in accordance with the terms of this deed poll, or


 


(2)                                  the
legality, validity or enforceability of this deed poll;


 


(i)                                     there
are no pending or, to the knowledge of the Guarantor, threatened actions, suits
or proceedings against the Guarantor or any of its Subsidiaries before any
court or arbitrator or other governmental agency or authority arising out of or
relating to hazardous waste disposal or environmental compliance or asserting a
claim for damages based upon the use or other application of any products of
the Guarantor or any of its Subsidiaries, in which there is (in the best
judgement of the Guarantor) a reasonable possibility of an adverse decision
which would affect the business, consolidated financial position or consolidated
results of operations of the Guarantor and its Consolidated Subsidiaries to the
extent that there is (in the best judgement of the Guarantor) a reasonable
possibility that such decision would prevent the Guarantor from repaying its
obligations under this deed poll in accordance with the terms hereof; and


 


(j)                                     the
Guarantor has disclosed in writing to the Arranger, the Dealers, the I&P
Agent and the Registrar all other information (if any) with respect to the
condition or operations, financial or otherwise, of the Guarantor or any of its
Subsidiaries that is known to it and could reasonably be expected to be
material to the decision of a person to subscribe for or buy any Commercial
Paper or MTNs, or to the decision of any other Benefited Party to become a
party to the Documents to which it is a party, or to the decision of a Dealer
to become a Dealer in relation to an issue of any Series of Commercial Paper or
MTNs.


 


The
representations and warranties in this clause 8.1 are made by the Guarantor on
the date of this deed poll and (with reference to the facts and circumstances
then subsisting) on each date on which any Commercial Paper or MTNs are issued,
or on which any Dealer agrees to act as Dealer in respect of the issue of any
Series of Commercial Paper or MTNs, except that on any repetition:


 


(k)                                  clause
8.1(e) will be taken to refer to the financial statements most recently
delivered to the Arranger, Dealers, I&P Agent and Registrar under clause
8.2(b)(2): and


 


(l)                                     clause
8.1(j) will be taken to refer only to information with respect to any material
adverse change in the condition or operations, financial or otherwise, of the
Guarantor or any of its Subsidiaries since the date of this deed poll or the
date of any report furnished to the Arranger, the Dealers, the I&P Agent
and the Registrar under clause 8.2(b).


 


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8.2                               Positive
undertakings


 


The Guarantor
will:


 


(a)                                  compliance
with laws: comply, and cause each of its Subsidiaries to comply, with all applicable
laws, rules, regulations and orders, such compliance to include, without
limitation paying before the same become delinquent all taxes, assessments and
governmental charges imposed upon it or upon its property except to the extent
contested in good faith and where failure to do so could not reasonably be
expected to adversely affect:


 


(1)                                  the
ability of the Guarantor to perform its obligations under this deed poll; or


 


(2)                                  the
legality, validity or enforceability of this deed poll;


 


(b)                                 reporting requirements: furnish to the
Arranger, the Dealers, the I&P Agent and the Registrar:


 


(1)                                  as
soon as available and in any event within 60 days after the end of each of the
first three quarters of each financial year of the Guarantor, the consolidated
balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end
of such quarter and the consolidated statements of income and cash flows of the
Guarantor and its Consolidated Subsidiaries for the period commencing at the
end of the previous fiscal year and ending with the end of such quarter,
certified by a designated financial officer of the Guarantor;


 


(2)                                  as
soon as available and in any event within 120 days after the end of each
financial year of the Guarantor, a copy of the annual report for such year for
the Guarantor and its Consolidated Subsidiaries, containing financial
statements for such year certified as true and fair (or an equivalent customary
certification) by Coopers & Lybrand or other independent public accountants
of good reputation and standing;


 


(3)                                  simultaneously
with the delivery of each set of financial statements referred to in clauses
8.2(b)(1) and 8.2(b)(2), a certificate of the chief financial officer or
treasurer or assistant treasurer of the Guarantor to the effect that clause
8.3(a) has been complied with and setting out the percentage of consolidated
net assets (as described in clause 8.3(a));


 


(4)                                  promptly
after the sending or filing thereof, copies of all reports which the Guarantor
sends generally to its security holders, and copies of each report which shall
be filed by the Guarantor with the United States Securities and Exchange
Commission under section 13 of the Securities Exchange Act of 1934 of the
United States of America:


 


(5)                                  as
soon as possible and, in any event, within 3 Business Days after the Guarantor
acquires actual knowledge that either of its short term or long term credit
ratings assigned by Standard & Poor’s Rating Agency or Moody’s Investor
Services, Inc. has changed.


 


5

















 


written notice
informing the Arranger, Dealers, I&P Agent and Registrar of such change;
and


 


(6)                                  prior
to any date on which the Debtor requests an issue of Commercial Paper or MTNs,
or on which a Dealer agrees to act as a Dealer in relation to such issue, such
other information known to the Guarantor with respect to any material adverse
change to the condition or operations, financial or otherwise, of the Guarantor
or any of its Subsidiaries as could reasonably be expected to be material to
the decision of a person to subscribe for or buy any Commercial Paper or MTNs,
or to the decision of a Dealer to become a Dealer in relation to an issue of
Commercial Paper or MTNs.


 


(c)                                  corporate existence: subject to clause
8.3(b), preserve and keep, and will cause each of its Subsidiaries to preserve
and keep, its corporate existence, rights, franchises and licenses in full
force and effect, provided, however, that the Guarantor may terminate the
corporate existence of any Subsidiary, or permit the termination of abandonment
of any Subsidiary, or permit the termination or abandonment of any right,
franchise or license if, in the good faith judgment of the appropriate officer
or officers of the Guarantor, such termination or abandonment is not materially
disadvantageous to the Guarantor and is not materially disadvantageous to the
Benefited Parties;


 


(d)                                 insurance: maintain, and cause each of its
Subsidiaries to maintain, insurance with sound and reputable insurers covering
all such properties and risks as are customarily insured by, and in
amounts  not less than those customarily
carried by, corporations engaged in similar businesses and similarly situated;


 


(e)                                  properties: Maintain and preserve, and
cause each of its Subsidiaries to maintain and preserve, in all material
respects its properties which are deemed by the Guarantor or such Subsidiary to
be necessary or useful in the proper conduct of its business in good working
order and condition, ordinary wear and tear excepted;


 


(f)                                    business: without prohibiting the Guarantor
from making acquisitions or divestitures permitted under clause 8.3(b), remain
in the same businesses, similar businesses or other manufacturing or service
businesses reasonably related thereto, taken as a whole, as are carried on at
the date of this deed poll.


 


8.3                               Negative
undertakings


 


(a)                                  encumbrances:


 


(1)                                  Subject
to clause 8.3(a)(2), the Guarantor must not and must ensure that any Subsidiary
of the Guarantor does not:


 


(A)                              create,
permit, suffer to exist, or agree to any Encumbrance securing Debt of the
Guarantor or a Subsidiary; or


 


(B)                                attempt
to do anything listed in clause 8.3(a)(1)(A) in respect of,


 


6

















 


any of its
property or assets or of the property or assets of that Subsidiary.


 


(2)                                  The
Guarantor may, and may permit its Subsidiaries to:


 


(A)                              create,
permit, suffer to exist, or agree to interests or Encumbrances:


 


(i)                                     which
are Encumbrances granted by any Consolidated Subsidiary as security for any
Debt owing to the Guarantor or another Subsidiary;


 


(ii)                                  Encumbrances
on property of the Guarantor or any Subsidiary existing at the time of
acquisition of such property (provided such Encumbrances encumber only such
property and improvements thereon and are not imposed in contemplation of such
acquisition) or incurred by the Guarantor or any Subsidiary to secure the
payment of all or any part of the purchase price thereof, or to secure any Debt
of the Guarantor or any Subsidiary incurred at the time of, or within 90 days
after, the acquisition of such property for the purpose of financing all or any
part of the purchase price thereof;


 


(iii)                               Encumbrances
on property of any company which initially becomes a Subsidiary on or after the
date of this deed poll and which Encumbrances exist at the time such company
becomes a subsidiary which Encumbrances were incurred, in all cases, pursuant
to contractual commitments entered into prior to and not in contemplation of
such company’s becoming a Subsidiary;


 


(iv)                              Encumbrances,
placed into effect prior to, at the time of or within 180 days of completion
of, construction of new Facilities of the Guarantor or any Subsidiary (or any
improvements to existing Facilities of the Guarantor or any Subsidiary) to
secure all or part of the cost of construction (or improvement) of such
Facilities, or to secure Debt incurred to provide funds for any such purpose
(provided such Encumbrances are limited to the property upon which the
construction being so financed occurred and improvements the cost of construction
of which is being so financed);


 


(v)                                 extensions,
renewals or replacements, in whole or in part, of any Encumbrance referred to
in the foregoing clauses (i) to (iv), inclusive, provided that the principal amount of Debt secured thereby
shall not exceed the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or


 


7

















 


replacement
shall be limited to all or any part of the same property that was secured by
the Encumbrance extended, renewed or replaced; and


 


(vi)                              over
its other property or assets provided that the interests or Encumbrances over
such other property or assets do not in aggregate secure Debt which exceeds 15%
of the consolidated net assets of the Guarantor and its Consolidated
Subsidiaries, calculated as the aggregate amount of all assets less all current
liabilities (excluding current debt the term of which is renewable or
extendible beyond 12 months at the option of the Guarantor or relevant
Consolidated Subsidiary) of the Guarantor and its Consolidated Subsidiaries
determined on a consolidated basis.


 


(b)                                  consolidations,
mergers and sales of assets:


 


So long as any
Commercial Paper or MTNs are outstanding, the Guarantor shall not consolidate
with or merge with any other corporation or convey, transfer or lease all or a
majority of its assets to any Person unless:


 


(1)                                  the
successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease all or a majority of the
assets of the Guarantor as an entirety, as the case may be, shall be a solvent
corporation organised and existing under the laws of the United States or any
State thereof (including the District of Colombia), and, if the Guarantor is
not such corporation, such corporation shall have executed and delivered to
each Benefited Party its assumption of the due and punctual performance and
observance of each covenant and condition of this deed poll (in which case, subject
to satisfaction of the conditions contained in this clause 8.2(b) and such
substitution and release not affecting the legality, validity or enforceability
of this deed poll, such corporation shall succeed to and be substituted for the
Guarantor and the Guarantor shall be relieved of its obligations under this
deed poll); and


 


(2)                                  immediately
after giving effect to such transaction, no violation of this deed poll and no
Event of Default shall have occurred and be continuing.


 


9                                         Governing
law and jurisdiction


 


(a)                                  This
deed poll is governed by the laws of New South Wales and the Guarantor
irrevocably submits to the non-exclusive jurisdiction of the courts of New
South Wales.


 


(b)                                 The
Guarantor appoints the Sydney office of Baker & McKenzie in relation to
proceedings in Australia as its agent to receive service of any legal process
on its behalf in connection with any Transaction Document to


 


8

















 


which it is a
party without excluding any other means of service permitted by the law of the
relevant jurisdiction.


 


All services
of legal process must be addressed to :


 


Urgent
Attention


The Managing
Partner


Baker &
McKenzie


Level 26, 50
Bridge Street


Sydney NSW
2000


 


with a copy
sent by facsimile to:


 


Urgent Attention


The General
Counsel


Ecolab Inc.


 


Facsimile: 1
612 225 3288.


 


(c)                                  The
Guarantor must ensure that each process agent appointed by it remains
authorised to accept service on its behalf unless and until replaced by another
process agent under this clause 9(c). 
If any process agent ceases to be willing or able to act as process
agent the Guarantor must ensure that at all times there is another person to
receive process on behalf of the Benefited Parties and it shall promptly notify
the Benefited Parties of the appointment of that other person and of the
acceptance of that other person of its appointment.


 


10                                  Definitions
and interpretation


 


(a)                                  Unless
otherwise defined in this deed poll, terms defined in the Dealer Agreement bear
the same meaning when used in this deed poll.


 


(b)                                 In
this deed poll:


 


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


 


(b)                                 bliged
to include interest received on the Commercial Paper of 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;


 


9

















 


Arranger has the
meaning given in the Dealer Agreement;


 


Benefited Party
means the Arranger, each Dealer, the Registrar, the I&P Agent and each
Holder;


 


Commercial Paper
means Promissory Notes issued by the Debtor under the Dealer Agreement;


 


Consolidated Subsidiary
means at any date any Subsidiary the accounts of which would be consolidated
with those of the Guarantor in its consolidated financial statements at such date
in accordance with GAAP;


 


Dealer has the
meaning given in the Dealer Agreement;


 


Dealer Agreement
means the Dealer Agreement dated on or about the date of this deed poll between
the Debtor, Citisecurities Limited as Arranger, and the Dealers referred to
therein;


 


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 have been or should be, in accordance with GAAP,
recorded as capital 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, indemnities,
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 the 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;


 


Debtor means Ecolab
Finance Pty Limited ACN 082 979 655;


 


10

















 


Document means
Guaranteed Commercial Paper, each Guaranteed MTN, the MTN Programme Master
Note, the Dealer Agreement, the Registry Services Deed and the I&P Agency
Agreement;


 


Encumbrance means an
interest or power:


 


(a)                                  reserved
in or over an interest in any asset including, but not limited to, any
retention of title; or


 


(b)                                 created
or otherwise arising in or over any interest in any asset under a bill of sale,
mortgage, charge, lien, pledge, trust or power,


 


by way of
security for the payment of any Debt, and includes, but is not limited to, any
right of set-off or combination of accounts in respect of any deposit or loan
made as part of any cash collateral or other security arrangement, or any
agreement to grant or create any of the above but excludes a Permitted
Securitisation Transaction;


 


Facility means real
property, improvements thereon and fixtures used in the operations of the
Guarantor or any Subsidiary;


 


GAAP means generally
accepted accounting principles set forth in the opinions, statements and
pronouncements of the Financial Accounting Standards Board, Accounting
Principles Board and the American Institute of Certified Public Accounts or in
such other statements by such other entity as may be in general use by
significant segments of the accounting profession, which are applicable to the
circumstances as of the date of determination and in any event applied in a
manner consistent with the application thereof used in the preparation of the
financial statements referred to in clause 8;


 


Guaranteed Commercial Paper
means Commercial Paper the ultimate beneficial holder of which is an Australian
Tax Resident;


 


Guaranteed Moneys
means in relation to a Benefited Party, all debts and monetary liabilities of
the Debtor to the Benefited Party under or in relation to any Document, and in
any capacity irrespective of whether the debts or liabilities:


 


(a)                                  are
present or future;


 


(b)                                 are
actual, prospective, contingent or otherwise;


 


(c)                                  are
at any time ascertained or unascertained;


 


(d)                                 are
owed or incurred as principal, interest, fees, charges, taxes, duties or other
imposts, damages (whether for breach of contract or tort or incurred on any
other ground), losses, costs or expenses, or on any other account;


 


Guaranteed MTN means
an MTN the ultimate beneficial owner of which is an Australian Tax Resident;


 


Holder means:


 


(a)                                  in
relation to an MTN, at any time, a person who is registered in the Register as
the holder or owner of a MTN and who has rights


 


11

















 


against the
Issuer under, and has the benefit of, the Master Note in respect of the MTN;
and


 


(b)                                 in
relation to Commercial Paper, at any time, a person who is the owner of the
Commercial Paper;


 


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.


 


Permitted Securitisation Transaction means
a transaction consisting of:


 


(a)                                  a
sale to any Person of Receivables, of the Guarantor or of any Subsidiary (in
one or more transactions) which is treated as a sale under Financial Accounting
Standards Board No. 125 (as in effect on the date of this deed poll), which
sale is permitted hereunder; and


 


(b)                                 to
the extent such transaction is characterised as the incurrence of debt
obligations by the Guarantor or any Subsidiary, debt obligations which are
non-recourse with respect to the principal amount of such debt obligations
except to such Receivables (subject to warranties of good title, indemnities
for losses (due to factors other than solely to the creditworthiness of the
obligors of such Receivables), dilutions, offsets and other similar
exceptions);


 


Person means any
“entity” as defined in Part 3.2A of the Corporations Law;


 


Receivables means and
includes, without limitation, all of the Guarantor’s and its Subsidiaries’
presently existing and hereafter arising or acquired accounts, accounts
receivable, instruments, chattel paper, general intangibles and all present and
future rights of the Guarantor and its subsidiaries to payment for goods sold
or leased or for services rendered, whether or not they have been earned by
performance, and all rights in any merchandise or goods which any of the same
may represent, all proceeds of any of the foregoing, and all rights, title,
security and guarantees with respect to each of the foregoing;


 


Subsidiary means any
corporation or other entity of which securities having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly (through one or more
Subsidiaries) owned or controlled by the Guarantor.


 


12

















 


Executed
as a deed poll:


 


 


Signed
sealed and delivered for


Ecolab
Inc.


by its attorney in the presence
of:


 


	
  /s/ Dennis J. McGuire

  	
   

  	
  /s/ Steve L. Fritze

  	
   

  
	
  Witness

  	
  Attorney

  
	
   

  	
   

  
	
  Dennis J. McGuire

  	
   

  	
  Steve L. Fritze

  	
   

  
	
  Name (please print)

  	
  Name (please print)

  



 


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