Exhibit 10.A(i)a


 


	
  

  	
   

  	
  LIMITED LIABILITY PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTION COPY

  



 


10 June
2003


 


 


ECOLAB
INC.


(incorporated
under the laws of the State of Delaware)


as
Issuer


 


CREDIT
SUISSE FIRST BOSTON (EUROPE) LIMITED


as
Arranger


 


- and -


 


CITIBANK
INTERNATIONAL plc


CREDIT
SUISSE FIRST BOSTON (EUROPE) LIMITED


as
Dealers


 












 


DEALER
AGREEMENT


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


EURO-COMMERCIAL
PAPER PROGRAMME


 












 

















 


CONTENTS


 


Clause


 


	
  1.

  	
  Interpretation

  
	
   

  	
   

  
	
  2.

  	
  Issue

  
	
   

  	
   

  
	
  3.

  	
  Representations And
  Warranties

  
	
   

  	
   

  
	
  4.

  	
  Covenants
  And Agreements

  
	
   

  	
   

  
	
  5.

  	
  Conditions
  Precedent

  
	
   

  	
   

  
	
  6.

  	
  Termination And Appointment

  
	
   

  	
   

  
	
  7.

  	
  Notices

  
	
   

  	
   

  
	
  8.

  	
  Third
  Party Rights

  
	
   

  	
   

  
	
  9.

  	
  Law
  And Jurisdiction

  
	
   

  	
   

  
	
  10.

  	
  Counterparts

  
	
   

  	
   

  
	
  SCHEDULE
  1

  	
  CONDITION PRECEDENT DOCUMENTS

  
	
   

  	
   

  
	
  SCHEDULE
  2

  	
  SELLING RESTRICTIONS

  
	
   

  	
   

  
	
  SCHEDULE
  3

  	
  PROGRAMME SUMMARY

  
	
   

  	
   

  
	
  SCHEDULE
  4

  	
  INCREASE OF MAXIMUM AMOUNT

  
	
   

  	
   

  
	
  SCHEDULE
  5

  	
  APPOINTMENT OF NEW DEALER

  
	
   

  	
   

  
	
  SCHEDULE
  6

  	
  FORM OF CALCULATION AGENCY AGREEMENT

  
				



 


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THIS AGREEMENT is made on 10 June 2003


 


BETWEEN


 


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


 


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


 


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


 


IT IS AGREED as follows:


 


1.           INTERPRETATION


 


1.1         Definitions


In this
Agreement:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Dollar
Equivalent” means, on any day:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.2         Programme Summary


 


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


 


1.3         Legislation


 


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


 


1.4         Clauses and Schedules


 


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


 


1.5         Headings


 


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


 


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2.           ISSUE


 


2.1         Basis of agreements to issue; uncommitted facility


 


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


 


2.2         Procedures


 


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


 


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


 


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


 


(a)       Dollar Note:  in the case of a Dollar
Note, by transfer of funds settled through the New York Clearing House
Interbank Payments System (or such other same-day value funds as at the time
shall be customary for the settlement in New York City of international
banking transactions denominated in Dollars) to such account of the Issue and
Paying Agent in New York City denominated in Dollars as the Issue and
Paying Agent shall have specified for this purpose; or


 


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


 


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


 


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


 


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


 


2.3         Failure of agreed issuance


 


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


 


2.4         Issuance currencies


 


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


 


2.4.1         Compliance:  it being lawful and in compliance with all
requirements of any relevant central bank and any other relevant fiscal,
monetary, regulatory or other authority, for deposits to be made in such
currency and for such Note to be issued, offered for sale, sold and delivered;


 


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


 


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


 


2.5         Increase of Maximum Amount


 


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


 


2.6         Calculation Agent


 


If
Index Linked Notes are to be issued, the Issuer will appoint either the relevant
Dealer or the Issue and Paying Agent (subject to the consent of the relevant
Dealer or the Issue


 


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


 


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


 


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


 


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


 


3.           REPRESENTATIONS
AND WARRANTIES


 


3.1         Representations and warranties


 


The
Issuer represents and warrants to each Dealer at the date of this Agreement,
each date upon which the Maximum Amount is increased, each date upon which an
agreement for the sale of Notes is made and each date upon which Notes are, or
are to be, issued that:


 


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


 


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


 


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


 


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


 


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


 


3.1.2         Status:  the obligations of the Issuer under each of
the Agreements and the Notes will rank (other than in the case of obligations
preferred by mandatory provisions of law) at least pari passu with all other
present and future unsecured and unsubordinated indebtedness of, or guaranteed
by, the Issuer;


 


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


 


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


 


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


 


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


 


will
not infringe any of the provisions of the Issuer’s amended and restated
certificate on incorporation and by-laws and will not contravene any law,
regulation, order or judgment to which the Issuer or any of its assets is
subject nor result in the breach of any term of, or cause a default under, any
instrument to which the Issuer is a party or by which it or any of its assets
may be bound except for such breaches or defaults as could not reasonably be
expected to be material in the context of this Agreement and the transactions
contemplated hereby;


 


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


 


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


 


3.1.6         Financial Statements: the audited financial statements of the Issuer, any quarterly
unaudited financial statements of the Issuer and any other financial statements
of the Issuer on Form 8-K published subsequently thereto, and in each case filed
with the SEC and incorporated by reference in the Information Memorandum,
present fairly and accurately the consolidated financial position of the Issuer
and its Subsidiaries as of the respective dates of such statements and the
consolidated results of operations of the Issuer and its Subsidiaries for the
periods they cover or to which they relate and such financial statements have
been prepared in accordance with the relevant laws of the United States and
with generally accepted accounting principles in the United States applied 


 


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on a
consistent basis throughout the periods involved (unless and to the extent
otherwise stated therein);


 


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


 


(a)       there has
been no adverse change in the business, financial or other condition of the
Issuer or any of its Subsidiaries; and


 


(b)       there is
no litigation, arbitration or governmental proceeding pending or, to the
knowledge of the Issuer, threatened against or affecting the Issuer or any of
its subsidiaries,


 


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


 


3.1.8         No default:  the Issuer is not in default in respect of
payment of any indebtedness for borrowed money where such indebtedness is in an
aggregate amount greater than U.S.$20,000,000;


 


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


 


3.1.10       Taxation:
subject to compliance with the terms of the Agreements, the Issuer is not
required by any law or regulation nor any relevant taxing authority in the
United States to make any deduction or withholding from any payment due under
the Notes, the Agency Agreement, or the Deed of Covenant for or on account of
any income, registration, transfer or turnover taxes, customs or other duties
or taxes of any kind;


 


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


 


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


 


3.2         Notice of inaccuracy


 


If,
prior to the time a Note is issued and delivered to or for the account of the
relevant Dealer, an event occurs which would render any of the representations
and warranties set out in Clause 3.1 immediately, or with the lapse of
time, untrue or incorrect in any


 


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material
respect, the Issuer will inform the relevant Dealer in writing as soon as
practicable of the occurrence of such event. 
In either case, the relevant Dealer shall inform the Issuer in writing without
any undue delay whether it wishes to continue or discontinue the issuance and
delivery of the respective Notes.


 


4.           COVENANTS
AND AGREEMENTS


 


4.1         Issuer


 


The
Issuer covenants and agrees that:


 


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


 


4.1.2          Indemnity:  the Issuer undertakes to the Dealers that if
the Dealer or any of the Dealer’s Related Parties incurs any Loss arising out
of:


 


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


 


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


 


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


 


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


 


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4.1.3          Expenses, stamp duties, amendments: the Issuer will:


 


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


 


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


 


(c)       Stamp duties:  pay all stamp,
registration and other taxes and duties (including any interest and penalties
thereon or in connection therewith) which may be payable upon or in connection
with the creation and issue of the Notes and the execution, delivery and
performance of the Agreements and the Issuer shall indemnify each Dealer
against any claim, demand, action, liability, damages, cost, loss or expense
(including, without limitation, legal fees and any applicable value added tax)
which it may incur as a result or arising out of or in relation to any failure
to pay or delay in paying any of the same;


 


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


 


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


 


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


 


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


 


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4.2         Compliance


 


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


 


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


 


4.3         Selling restrictions


 


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


 


4.4         Dealers’ obligations several


 


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


 


4.5         Status of Arranger


 


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


 


5.           CONDITIONS
PRECEDENT


 


5.1         Conditions precedent to first issue


 


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


 


5.2         Conditions precedent to each issue


 


In
relation to each issue of Notes, it shall be a condition precedent to the
purchase thereof by any Dealer that (a) the representations and warranties
in Clause 3.1 shall be true and correct in all material respects on each
date upon which an agreement for the sale of Notes is made hereunder and on the
date on which such Notes are issued and that (b) there is no other
material breach of the Issuer’s obligations under any of the Agreements or the
Notes.


 


13

















 


5.3         Sterling Definitive Notes


 


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


 


6.           TERMINATION
AND APPOINTMENT


 


6.1         Termination


 


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


 


6.2         Additional Dealers


 


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


 


7.           NOTICES


 


7.1         Addressee for notices


 


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


 


7.2         Effectiveness


 


Any
communication from any party to any other under this Agreement shall be
effective upon receipt by the addressee, provided that any such notice or other
communication which would otherwise take effect after 4.00 p.m. on any
particular day shall not take effect until 10.00 a.m. on the immediately
succeeding business day in the place of the addressee.


 


14

















 


7.3         Assignment


 


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


 


8.           THIRD
PARTY RIGHTS


 


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


 


9.           LAW AND
JURISDICTION


 


9.1         Governing law


 


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


 


9.2         English courts


 


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


 


9.3         Appropriate forum


 


The
parties agree that the courts of England are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that they will not
argue to the contrary.


 


9.4         Rights of the Dealers to take proceedings outside England


 


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


 


9.5         Process agent


 


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 


 


15

















 


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 Dealer addressed 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 Dealer 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 Dealer to serve process in any other manner permitted
by law.  This clause applies to
Proceedings in England and to Proceedings elsewhere.


 


10.         COUNTERPARTS


 


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


 


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


 


16

















 


SCHEDULE 1




CONDITION PRECEDENT DOCUMENTS


 


1.           Certified
copies of the Issuer’s amended and restated certificate on incorporation and
by-laws.


 


2.           Certified
copies of all documents evidencing the internal authorisations and approvals
required to be granted by the Issuer in connection with the Programme.


 


3.           Certified
copies of any governmental or other consents and any filings required in
connection with the Programme.


 


4.           Certified
or conformed copies of:


 


(a)             the
Dealer Agreement, as executed;


 


(b)            the
Agency Agreement, as executed; and


 


(c)             the
Deed of Covenant, as executed.


 


5.           Copies
of:


 


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


 


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


 


6.           Legal
opinions from:


 


(a)             the
associate general counsel of the Issuer as to the due incorporation of the
Issuer and the due authorisation and execution of the Agreements; and


 


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


 


7.           The
Information Memorandum.


 


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


 


(a)             to
sign on behalf of the Issuer this Agreement, the Deed of Covenant, the Agency
Agreement and the Notes;


 


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


 


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


 


9.           Confirmation
from the Arranger that all legal, printing and other costs and expenses
incurred in the arrangement of the Programme have been paid by the Issuer.


 


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


 


17

















 


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


 


18

















 


SCHEDULE 2




SELLING RESTRICTIONS


 


1.           General


 


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


 


2.           The United States of America


 


2.1         Regulation S Restrictions


 


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


 


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


 


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


 


2.2         Tax Restrictions


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


3.           The United Kingdom


 


In
relation to each issue of Notes, the Dealer purchasing such Notes represents,
warrants and undertakes to the Issuer that:


 


3.1         No deposit-taking:


 


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


 


3.1.2          it has
not offered or sold and will not offer or sell any such Notes other than to
persons:


 


(a)       whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses; or


 


(b)      who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses,


 


where
the issue of the Notes would otherwise constitute a contravention of Section 19
of the FSMA by the Issuer;


 


3.2         Financial promotion:  it has only communicated or
caused to be communicated and will only communicate or cause to be communicated
any invitation or inducement to engage in investment activity (within the
meaning of section 21 of 


 


20

















 


the FSMA) received by it in connection with
the issue or sale of any Notes in circumstances in which section 21(1) of the
FSMA does not apply to the Issuer; and


 


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


 


4.           Japan


 


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


 


5.           Switzerland


 


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


 


21

















 


SCHEDULE 3


 


PROGRAMME
SUMMARY


 


	
  Issuer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ecolab Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  370
  North Wabasha Street  

  St. Paul  

  MN 55102-1390  

  U.S.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 1
  651 293 2157

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 1
  651 293 2379

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Assistant
  Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dealer and Arranger

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse First
  Boston (Europe) Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  One
  Cabot Square

  London E14 4QJ

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44
  20 7888 9968

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44
  20 7905 6132

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Commercial
  Paper Desk

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dealer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank International
  plc

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Citigroup
  Centre

  Canada Square  

  Canary Wharf  

  London E14 5LB

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44
  20 7986 9070

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44
  20 7986 6837

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Short-Term
  Fixed Income 

  Desk

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue and Paying Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  5
  Carmelite Street

  London EC4Y 0PA

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  + 44
  20 7508 3826

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44
  20 7508 3884

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Global
  Agency and Trust

  	
   

  	
   

  



 


22

















 


	
  Maximum Amount:

  	
   

  	
   

  	
   

  	
  Denominations:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U.S.$200,000,000

  	
   

  	
   

  	
   

  	
  U.S.$500,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing Law:

  	
   

  	
   

  	
   

  	
  Form of Notes:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agreements:  

  

  Notes:

  	
   

  	
  English  

  

  English

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sterling
  Definitive Notes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Term:

  	
   

  	
   

  	
   

  	
  Maximum Term:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One
  day

  	
   

  	
   

  	
   

  	
  183
  days

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clearing Systems:

  	
   

  	
  Selling Restrictions:

  
	
   

  	
   

  	
   

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

  Euroclear system

  Euroclear France

  Clearstream Banking, société anonyme,

  Luxembourg

  	
   

  	
  U.S.A.  

  United Kingdom

  Japan

  Switzerland

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent for Service of
  Process:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Law Debenture Corporate
  Services Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Fifth
  Floor

  	
   

  	
   

  



 


23

















 


	
   

  	
   

  	
  100
  Wood Street

  	
   

  	
   

  
	
   

  	
   

  	
  London
  EC2V 7EX

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
  +44
  20 7606 5451

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44
  20 7606 0643

  	
   

  	
   

  
	
  Telex:

  	
   

  	
  888347/8956803

  	
   

  	
   

  
	
  Contact:

  	
   

  	
  Service
  of Process

  	
   

  	
   

  



 


24

















 


SCHEDULE 4




INCREASE OF MAXIMUM AMOUNT


 


[Letterhead
of Issuer]


 


[Date]


 


To:          Credit
Suisse First Boston (Europe) Limited


Citibank International plc


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


 


 


Dear
Sirs


 


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


 


We
refer to a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) between
ourselves as Issuer, the Arranger and the Dealers party thereto relating to a
U.S.$200,000,000 Euro-commercial paper programme (the  “Programme”).  Terms used in the Dealer Agreement shall
have the same meaning in this letter.


 


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


 


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


 


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


 


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


 


(d)         legal
opinions from (i) the associate general counsel of the Issuer and (ii) Clifford
Chance relating to such increase;


 


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


 


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


 


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


 


25

















 


Yours
faithfully


 


 


	
   

  	
   

  	
   

  
	
  for
  and on behalf of

  	
   

  	
   

  
	
  ECOLAB INC.

  	
   

  	
   

  



 


26

















 


SCHEDULE 5




APPOINTMENT OF NEW DEALER


 


 


[Letterhead
of Issuer]


 


[Date]


 


To:          [Name
of new Dealer]


 


 


Dear
Sirs


 


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


 


We
refer to a dealer agreement dated 10 June 2003 (the “Dealer Agreement”) between
ourselves as Issuer, the Arranger and the Dealers party thereto relating to a
U.S.$[•]00,000,000
Euro-commercial paper programme (the  “Programme”).  Terms used in the Dealer Agreement shall have the same meaning in
this letter.


 


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


 


Yours
faithfully


 


 


	
   

  	
   

  
	
  for
  and on behalf of

  
	
  ECOLAB INC.

  



 


 


[On
copy]


 


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


 


27

















 


[Name
of Dealer]


 


	
  Address:

  	
  [                       ]

  
	
   

  	
   

  
	
  Telephone:

  	
  [                       ]

  
	
  Fax:

  	
  [                       ]

  
	
  Telex:

  	
  [                       ]

  
	
  Contact:

  	
  [                       ]

  



 


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  
	
   

  	
  for [Name of
  new Dealer]

  



 


28

















 


SCHEDULE 6




FORM OF CALCULATION AGENCY AGREEMENT


 


THIS AGREEMENT is made on [date]


 


BETWEEN


 


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


 


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


 


WHEREAS:


 


(A)        Under a
dealer agreement (as amended, supplemented and/or restated from time to time,
the “Dealer
Agreement”) dated 10 June 2003 and made between the Issuer, the
Arranger and the Dealer(s) referred to therein, and a note agency agreement (as
amended, supplemented and/or restated from time to time, the “Agency Agreement”)
dated 10 June 2003 and made between the Issuer and the agents referred to
therein, the Issuer established a Euro-commercial paper programme (the “Programme”).


 


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


 


IT IS AGREED as follows:


 


1.           INTERPRETATION


 


1.1         Definitions


 


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


 


1.2         Legislation


 


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


 


1.3         Index Linked Notes


 


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


 


2.           APPOINTMENT OF CALCULATION
AGENT


 


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


 


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3.           DETERMINATION AND
NOTIFICATION


 


3.1         Determination


 


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


 


3.2         Notification


 


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


 


4.           STAMP DUTIES


 


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


 


5.           INDEMNITY AND LIABILITY


 


5.1         Indemnity


 


The
Issuer shall indemnify and hold harmless on demand the Calculation Agent
against any claim, demand, action, liability, damages, cost, loss or expense
(including, without limitation, legal fees and any applicable value added tax)
which it may incur arising out of the exercise of its powers and duties as
Calculation Agent under this Agreement, except such as may result from its own
negligence or bad faith or that of its officers, employees or agents.


 


5.2         Liability


 


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


 


6.           CONDITIONS OF APPOINTMENT


 


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


 


(a)             No obligations: in acting under this Agreement, the Calculation Agent shall act as
an independent expert and shall not assume any obligations towards or
relationship of agency or trust with the Issuer or the owner or holder of any
of the Relevant Index Linked Notes or any interest therein;


 


(b)            Notices: unless otherwise specifically provided in this Agreement, any order,
certificate, notice, request, direction or other communication from the Issuer 


 


30

















 


made or given under any provision of this
Agreement shall be sufficient if signed or purported to be signed by a duly
authorised employee of the Issuer;


 


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


 


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


 


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


 


7.           ALTERNATIVE APPOINTMENT


 


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


 


8.           THIRD PARTY RIGHTS


 


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


 


9.           LAW AND JURISDICTION


 


9.1         Governing law


 


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


 


9.2         Jurisdiction


 


The
Issuer agrees for the benefit of the Calculation Agent that the courts of
England shall have jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes, which may arise out of or in
connection with this Agreement (respectively, “Proceedings” and “Disputes”)
and, for such purposes, irrevocably submits to the jurisdiction of such courts.


 


9.3         Appropriate forum


 


The
Issuer irrevocably waives any objection which it might now or hereafter have to
the courts of England being nominated as the forum to hear and determine any
Proceedings 


 


31

















 


and to
settle any Disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.


 


9.4         Process agent


 


The
Issuer agrees that the process by which any Proceedings in England are begun
may be served on it by being delivered to Law Debenture Corporate Services
Limited at Fifth Floor, 100 Wood Street, London EC2V 7EX or, if different, its
registered office for the time being. 
If such person is not or ceases to be effectively appointed to accept
service of process on behalf of the Issuer, the Issuer shall, on the written
demand of the Calculation Agent addressed to the Issuer and delivered to the
Issuer appoint a further person in England to accept service of process on its
behalf and, failing such appointment within 15 days, the Calculation Agent
shall be entitled to appoint such a person by written notice addressed to the
Issuer and delivered to the Issuer. 
Nothing in this paragraph shall affect the right of the Calculation
Agent to serve process in any other manner permitted by law.


 


9.5         Non exclusivity


 


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


 


10.         COUNTERPARTS


 


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


 


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


 


 


ECOLAB INC.


 


	
  By:

  	
   

  	
   

  



 


32

















 


Signature Page


 


The Issuer


 


ECOLAB INC.


 


	
  By:

  	
  /s/Mark
  D. Vangsgard

  	
   

  
	
   

  	
   

  
	
   

  	
  Mark
  D. Vangsgard

  



 


 


The Arranger


 


CREDIT SUISSE FIRST BOSTON
(EUROPE) LIMITED


 


	
  By:

  	
  /s/Andrea
  Gull

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrea
  Gull

  



 


 


The Dealers


 


CITIBANK INTERNATIONAL plc


 


 


	
  By:

  	
  /s/Collin
  Withers

  	
   

  
	
   

  	
   

  
	
   

  	
  Collin
  Withers

  



 


 


CREDIT SUISSE FIRST BOSTON
(EUROPE) LIMITED


 


 


	
  By:

  	
  /s/Andrea
  Gull

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrea
  Gull

  



 


33