Exhibit 10 A(i)c


 


	
  

  	
  LIMITED LIABILITY
  PARTNERSHIP

  



 


EXECUTION COPY


 


ECOLAB INC.


 


U.S.$200,000,000


 


EURO-COMMERCIAL PAPER PROGRAMME


 












 


DEED OF COVENANT


 












 

















 


THIS DEED OF COVENANT is
made on 10 June 2003


 


BY


 


(1)                            ECOLAB
INC. (the “Issuer”)


 


IN FAVOUR OF


 


(2)                            THE
ACCOUNTHOLDERS (as defined below).


 


WHEREAS


 


(A)                        The Issuer has established a Euro Commercial Paper Programme (the “Programme”)
for the issuance of notes (the “Notes”), in connection with which it has
entered into a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) and an
issue and paying agency agreement dated 10 June 2003 (the “Agency Agreement”).


 


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


 


NOW THIS DEED OF COVENANT WITNESSES as follows:


 


1.                                      INTERPRETATION


 


1.1                                Definitions


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.2                                Clauses


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


 


1.3                                Other
Agreements


All references in this Deed of Covenant to an
agreement, instrument or other document (including the Dealer Agreement and the
Agency Agreement)  shall be construed as
a reference to that agreement, instrument or other document as the same may be
amended, supplemented, replaced or novated from time to time.


 


1.4                                Legislation


Any reference in this Agreement to any legislation
(whether primary legislation or regulations or other subsidiary legislation
made pursuant to primary legislation) shall be construed as a reference to such
legislation as the same may have been, or may from time to time be, amended or
re-enacted.


 


1.5                                Headings


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


 


1.6                                Benefit
of Deed of Covenant


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


 


2.                                      Direct Rights


 


2.1                                Creation


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


 


2.2                                No
Further Action


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


 


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


 


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


 


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


 


3.                                      Evidence


 


3.1                                Records


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


 


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


 


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


 


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


 


3.2                                Determination
Date


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


 


4.                                      Deposit of Deed of Covenant


 


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


 


5.                                      Stamp Duties


 


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


 


6.                                      Benefit of Deed of Covenant


 


6.1                                Deed Poll


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


 


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6.2                                Benefit


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


 


6.3                                Assignment


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


 


7.                                      Partial Invalidity


 


If at any time any provision hereof is or becomes
illegal, invalid or unenforceable in any respect under the laws of any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions hereof nor the legality, validity or enforceability of such
provision under the laws of any other jurisdiction shall in any way be affected
or impaired thereby.


 


8.                                      Notices


 


8.1                                Address
for notices


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


 


370 North
Wabasha Street


St. Paul


MN 55102-1390


U.S.A.


 


	
  Fax:

  	
   

  	
  +1 651 293 2379

  
	
  Attention:

  	
   

  	
  Assistant Treasurer

  



 


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


 


8.2                                Effectiveness


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


 


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


 


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


 


provided, however, that any such
notice or other communication which would otherwise take effect after 4.00
p.m. on any particular day shall not take effect until 10.00 a.m. on the
immediately succeeding business day in the place of the Issuer.


 


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9.                                      Law and Jurisdiction


 


9.1                                Governing
law


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


 


9.2                                English
courts


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


 


9.3                                Appropriate
forum


The Issuer agrees that the courts of England are the
most appropriate and convenient courts to settle any Dispute and, accordingly,
that it will not argue to the contrary.


 


9.4                                Rights of
the Accountholders to take proceedings outside England


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


 


9.5                                Process
agent


The Issuer agrees that the documents which start any
Proceedings and any other documents required to be served in relation to those
Proceedings may be served on it by being delivered to Law Debenture Corporate
Services Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or,
if different, its registered office for the time being or at any address of the
Issuer in Great Britain at which process may be served on it in accordance with
Part XXIII of the Companies Act 1985. 
If such person is not or ceases to be effectively appointed to accept
service of process on behalf of the Issuer, the Issuer shall, on the written
demand of any Accountholder addressed to the Issuer and delivered to the Issuer
appoint a further person in England to accept service of process on its behalf
and, failing such appointment within 15 days, any Accountholder shall be
entitled to appoint such a person by written notice addressed to the Issuer and
delivered to the Issuer.  Nothing in
this paragraph shall affect the right of any Accountholder to serve process in
any other manner permitted by law.  This
clause applies to Proceedings in England and to Proceedings elsewhere.


 


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


 


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  EXECUTED as a deed

  	
  )

  	
   

  	
  /s/MARK D VANGSGARD

  
	
   

  	
   

  	
   

  	
   

  
	
  by ECOLAB INC.

  	
  )

  	
   

  	
  Mark D. Vangsgard

  
	
  acting under the authority of

  	
  )

  	
   

  	
   

  
	
  that company

  	
  )

  	
   

  	
   

  
	
  acting by

  	
  )

  	
   

  	
   

  



 


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