Exhibit 10.A(iii)A


 


Dealer Agreement


 


 


Ecolab Finance Pty Limited


ACN 082 979 655


 


Citisecurities Limited


ACN 008 489 610


 


and


 


Each party listed In Schedule 1


 


 


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)


 

















 


Dealer Agreement


 


Table of contents


 


	
  Clause

  
	
   

  	
   

  
	
  1 Definitions and Interpretation

  
	
   

  	
   

  
	
   

  	
  1.1
  Definitions

  
	
   

  	
  1.2 Interpretation

  
	
   

  	
   

  
	
  2 Conditions precedent

  
	
   

  	
   

  
	
   

  	
  2.1 Conditions precedent to initial Series

  
	
   

  	
  2.2 Conditions precedent to all Series

  
	
   

  	
  2.3 Certified copies

  
	
   

  	
  2.4 Dealer’s conditions precedent

  
	
   

  	
   

  
	
  3 The Programme

  
	
   

  	
   

  
	
   

  	
  3.1 Provision of Programme

  
	
   

  	
  3.2
  Facility Limit

  
	
   

  	
  3.3 Several obligations and rights of
  Dealers

  
	
   

  	
  3.4
  Purpose

  
	
   

  	
   

  
	
  4 Promissory Notes

  
	
   

  	
   

  
	
   

  	
  4.1 Issue of and Subscription for
  Promissory Notes

  
	
   

  	
  4.2 Acceptance of Bids

  
	
   

  	
  4.3 Issuance Procedures

  
	
   

  	
  4.4 Terms

  
	
   

  	
  4.5 Terms and form of Promissory Notes

  
	
   

  	
   

  
	
  5
  MTNs

  
	
   

  	
   

  
	
   

  	
  5.1 Issue of and Subscription for a Series

  
	
   

  	
  5.2 Acceptance of Bids

  
	
   

  	
  5.3 Issuance Procedures

  
	
   

  	
  5.4 Terms

  
	
   

  	
  5.5 Terms and form of MTNs

  
	
   

  	
   

  
	
  6 Information Memorandum

  
	
   

  	
   

  
	
   

  	
  6.1 Information Memorandum

  
	
   

  	
   

  
	
  7 Payments and delivery

  
	
   

  	
   

  
	
   

  	
  7.1 Manner of payment

  
	
   

  	
  7.2
  Registration

  
	
   

  	
  7.3 Payments on a Business Day

  
	
   

  	
   

  
	
  8 Representations and warranties

  
	
   

  	
   

  
	
   

  	
  8.1 Representations and warranties

  
	
   

  	
  8.2 Survival and repetition of
  representations and warranties

  



 


1

















 


	
  Clause

  
	
   

  	
   

  
	
  9 Undertakings

  
	
   

  	
   

  
	
   

  	
  9.1 General undertakings

  
	
   

  	
  9.2 Registry Arrangements

  
	
   

  	
  9.3
  Other Issues

  
	
   

  	
   

  
	
  10 Dealers’ and Arranger’s obligations

  
	
   

  	
   

  
	
   

  	
  10.1 Observance of applicable laws

  
	
   

  	
  10.2 Secondary Market

  
	
   

  	
  10.3
  Illegality

  
	
   

  	
  10.4 Arranger obligations

  
	
   

  	
  10.5 Independent Investigation

  
	
   

  	
  10.6 No responsibility

  
	
   

  	
  10.7 Liability of Arranger

  
	
   

  	
   

  
	
  11 Indemnities

  
	
   

  	
   

  
	
   

  	
  11.1 General indemnity

  
	
   

  	
  11.2 Continuing indemnity and evidence of
  loss

  
	
   

  	
  11.3 Indemnity by Finance Party

  
	
   

  	
   

  
	
  12 Fees; Tax, costs and expenses; Interest on overdue amounts

  
	
   

  	
   

  
	
   

  	
  12.1 Fees

  
	
   

  	
  12.2 Tax

  
	
   

  	
  12.3 Costs and expenses

  
	
   

  	
  12.4 Interest on overdue amounts

  
	
   

  	
   

  
	
  13 Termination and additional Dealers

  
	
   

  	
   

  
	
   

  	
  13.1
  Termination

  
	
   

  	
  13.2 Additional Dealers

  
	
   

  	
  13.3
  Arranger

  
	
   

  	
   

  
	
  14 General

  
	
   

  	
   

  
	
   

  	
  14.1
  Notices

  
	
   

  	
  14.2
  Assignment

  
	
   

  	
  14.3 Governing law and jurisdiction

  
	
   

  	
  14.4 Prohibition and enforceability

  
	
   

  	
  14.5
  Waivers

  
	
   

  	
  14.6
  Variation

  
	
   

  	
  14.7 Cumulative rights

  
	
   

  	
  14.8
  Certificates

  
	
   

  	
  14.9 Time of the essence

  
	
   

  	
  14.10
  Counterparts

  
	
   

  	
  14.11
  Attorneys

  
	
   

  	
   

  
	
  Schedule 1 - Dealers

  
	
   

  	
   

  
	
  Schedule 2 - Pre-Issue Certificate (Clause 2.1 (a))

  
	
   

  	
   

  
	
  Schedule 3 - Additional Dealers (Clause 13.2)

  



 


2

















 


	
  Clause

  
	
   

  
	
  Schedule 4 - Form of Promissory Note (Clause 1.1)

  
	
   

  
	
  Schedule 5 - Form of Pricing Supplement (Clause 1.1)

  



 


3

















 


This agreement


 


is made on 10 July 1998 between the following parties:


 


	
  1.

  	
  Ecolab Finance Pty Limited

  
	
   

  	
  ACN 082 979 655

  
	
   

  	
  of Level 26, 50 Bridge Street

  
	
   

  	
  Sydney, New South Wales

  
	
   

  	
  (Issuer)

  
	
   

  	
   

  
	
  2.

  	
  Citisecurities Limited

  
	
   

  	
  ACN 008 489 610

  
	
   

  	
  of Citibank Centre

  
	
   

  	
  1 Margaret Street

  
	
   

  	
  Sydney, New South Wales

  
	
   

  	
  (Arranger)

  
	
   

  	
   

  
	
  3.

  	
  Each Party listed In Schedule 1

  
	
   

  	
  (each a Dealer)

  



 


Recitals


 


A.                                   The
Issuer has requested the Dealers to make available the Facility to the Issuer.


 


B.                                     The Dealers have
agreed to make the Facility available to the Issuer up to the Facility Limit on
the terms and conditions contained in this agreement.


 


The parties agree


 


in consideration of, among other things, the mutual promises contained
in this agreement:


 


1.                                      Definitions and interpretation


 


1.1                               Definitions


 


In this agreement:


 


Accounting Standards
means the accounting standards, practices and principles which constitute
“accounting standards” as that expression is defined in the Corporations Law
and, to the extent they are not inconsistent, the accounting standards,
practices and principles generally accepted in Australia and consistently
applied:


 


Austraclear means
Austraclear Limited;


 


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


 


Authorisation includes:


 


(a)                                  any consent,
registration, filing, agreement, notarisation, certificate, licence, approval,
permit, authority or exemption from, by or with a Governmental Agency; or


 


1

















 


(b)                                 any consent or
authorisation regarded as given by a Governmental Agency due to the expiration
of the period specified by a statute within which the Governmental Agency
should have acted if it wished to proscribe or limit anything already lodged,
registered or notified under that statute:


 


Availability Period
means the period commencing on the date of this agreement and ending at 2.00 pm
(Sydney time) on the Termination Date or such earlier date as the Issuer and
the Dealers may agree;


 


Bid Notice means:


 


(a)                                  in respect of a
Promissory Note, a notification by a Dealer to the Issuer pursuant to clause 4.1(c);


 


(b)                                 in respect of a MTN, a
notification by a Dealer to the Issuer pursuant to clause 5.1(c);


 


Business Day means:


 


(a)                                  for the purpose of
clause 14.1, a day on which banks are open for business in the city where the
notice or other communication is received excluding a Saturday, Sunday or
public holiday; and


 


(b)                                 for all other
purposes, a day on which banks and foreign exchange markets are open for
business in Sydney;


 


Dealer means:


 


(a)                                  in respect of
Promissory Notes:


 


(1)                                  the Dealers listed in
part 1 of schedule 1;


 


(2)                                  in respect of any
Series, the Dealers who are or are to be the Dealers for that Series under this
agreement; and


 


(b)                                 in respect of MTNs:


 


(1)                                  the Dealers listed in
part 2 of schedule 1;


 


(2)                                  in respect of any
Series, the Dealers who are or are to be the Dealers for that Series under this
agreement; and


 


(c)                                  in any other case,
each party listed in schedule 1 and any other person who becomes a party to
this agreement pursuant to part 13 (but does not include a party that ceases to
be a Dealer pursuant to part 13);


 


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


 


Facility means the
commercial paper and medium term note programme made available by the Dealers
to the Issuer under this agreement;


 


Facility Limit means
$200,000,000 or such other amount as the Issuer and the Arranger (with the
consent of a Majority of Dealers) may agree at any time;


 


Finance Party means
each of the following:


 


(a)                                  the Arranger;


 


(b)                                 each Dealer;


 


2

















 


Governmental Agency means:


 


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


 


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


 


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


 


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


 


Holder means a MTN
Holder or a Promissory Note Holder;


 


I&P Agent means
Perpetual Trustee Company Limited;


 


I&P Agreement
means the Issue and Paying Agency Agreement dated on or about the date of this
agreement between the Issuer and the I&P Agent;


 


Information Memorandum
means, at any time:


 


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


 


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


 


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


 


(d)                                 any other information
authorised by the Issuer to be circulated at any time in connection with the
Facility;


 


Interest Payment Date
means in respect of a MTN which bears an Interest Rate, a date upon which
interest is to be paid on the MTN;


 


Interest Rate means
in respect of a MTN which bears an Interest Rate, the interest rate that is to
apply to the MTN;


 


issue means in
respect of a MTN, the constitution of the MTN;


 


Issue Date means:


 


(a)                                  in respect of a
Promissory Note, the date for the issue of the Promissory Note; and


 


(b)                                 in respect of a MTN,
the date for the issue of the MTN being up to 30 days (or such other period as
the Issuer and the Dealers who have agreed to subscribe or procure subscriptions
for the Series of which the MTN forms part may agree) after the Pricing Date;


 


Issue Notice means:


 


(a)                                  in respect of a
Promissory Note, a notification by the Issuer to any Dealer pursuant to clause
4.1(a);


 


3

















 


(b)                                 in respect of a MTN, a
notification by the Issuer to any Dealer pursuant to clause 5.1(a);


 


Majority Dealers
means Dealers representing not less than 60% of the Dealers by number;


 


Master Note means
the deed poll dated on or about the date of this agreement executed by the
Issuer in favour of the MTN Holders;


 


Maturity Date means:


 


(a)                                  in respect of a
Promissory Note, the date that the Promissory Note is due to be paid; and


 


(b)                                 in respect of a MTN,
the date for final redemption of that MTN;


 


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


 


MTN Holder means at
any time, a person who is registered in the Register as the holder or owner of
a MTN and who has rights against the Issuer under, and has the benefit of, the
Master Note in respect of the MTN;


 


Officer means:


 


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


 


(b)                                 in relation to a
Finance Party, any officer, as that expression is defined in the Corporations
Law, of that Finance Party;


 


Outstanding means a
Promissory Note or MTN, as the case may be, which has not been redeemed,
repurchased, cancelled or otherwise satisfied in full by the Issuer;


 


Outstanding Amount means:


 


(a)                                  in respect of an
Outstanding Promissory Note, the Principal Amount of the Promissory Note less
the aggregate of any part of the Principal Amount which has been paid or is on
deposit with the I&P Agent; and


 


(b)                                 in respect of an
Outstanding MTN, the Principal Amount of the MTN less the aggregate of any part
of the Principal Amount that has been paid or otherwise satisfied by the
Issuer;


 


Pricing Date means
in respect of a MTN, the date upon which a bid or offer by a Dealer to
subscribe for the MTN is or is to be accepted by the Issuer;


 


Pricing Supplement
means in respect of a Series, the Pricing Supplement, if any issued or to be
issued by the Issuer under clause 4.4 or clause 5.4 specifying:


 


(a)                                  the Issue Date and
the Maturity Date;


 


(b)                                 the Interest Rate and
Interest Payment Dates, if applicable; and


 


(c)                                  any other terms and
conditions.


 


of the Promissory Notes or MTNs, as the case may be, and being in the
form set out in schedule 4;


 


4

















 


Principal Amount means:


 


(a)                                   in respect of a
Promissory Note, the face value amount stated on the Promissory Note;


 


(b)                                 in respect of a MTN,
the face value amount of the MTN;


 


Promissory Note Holder
means a holder from time to time of a Promissory Note:


 


Promissory Notes
means the short term promissory notes of the Issuer issued under the I&P
Agreement and drawn in accordance with the Bills of Exchange Act 1909 and
substantially in the form and terms set out in schedule 4 of this agreement;


 


Purchase Price means:


 


(a)                                  in respect of a
Promissory Note the amount calculated as follows:


 


	
  PP

  	
  =

  	
  PA x 36500

  
	
  36500 + (YxT)

  
	
   

  	
   

  	
   

  



 


where:


 


PP  =                     Purchase Price


 


PA  =                  Principal Amount
of the Promissory Note


 


Y  =                           yield
to maturity of the Promissory Note, expressed as a percentage per annum of 2
decimal places


 


T  =                           the
Tenor of the Promissory Note;


 


(b)                                 in respect of a MTN,
the amount payable to the Issuer upon subscription for the MTN;


 


Register means the
register of the MTN Holders as maintained by the Registrar as contemplated by
the Registry Services Deed;


 


Registrar means
Perpetual Trustee Company Limited;


 


Registry Services Deed
means the deed dated on or about the date of this agreement between the
Registrar and the Issuer;


 


Regulations means
the Operating Manual and Regulations of Austraclear;


 


Related Corporation
means in the case of the Issuer, a “related body corporate” as that expression
is defined in the Corporations Law and includes a body corporate which is at
any time after the date of this agreement a “related body corporate” but ceases
to be a “related body corporate” because of an amendment consolidation or
replacement of the Corporations Law:


 


Same Day Funds means
bank cheque or other immediately available and freely transferable funds;


 


Security means any
Promissory Note or MTN:


 


Series means any
Promissory Notes or MTNs having or to have the same Issue Date, Maturity Date
and Terms;


 


Series Conditions
means in respect of a Series of MTNs, the terms and conditions applicable to
the MTNs as set out in the relevant Pricing Supplement;


 


5

















 


Tax means:


 


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


 


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


 


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


 


Tenor means, in
relation to a Promissory Note, the number of days from and including its Issue
Date to, but excluding, its Maturity Date;


 


Termination Date
means the date which is 30 days after the Issuer or the Dealers, as the case
may be, has given notice of termination of this agreement pursuant to clause
13.1;


 


Terms means:


 


(a)                                  in respect of a
Series of Promissory Notes, the terms and conditions applying to the Series
pursuant to the Promissory Notes; and


 


(b)                                 in respect of a Series
of MTNs, the terms and conditions applying to the Series pursuant to the Master
Note and the Series Conditions;


 


Transaction Document means:


 


(a)                                  this agreement;


 


(b)                                 the Master Note;


 


(c)                                  the Promissory Notes;


 


(d)                                 the I&P Agreement;


 


(e)                                  the Registry Services
Deed;


 


(f)                                    the Guarantee and
Negative Pledge;


 


(g)                                 the Information
Memorandum,


 


or any document or agreement entered into or given under any of the
above or agreed by the Issuer and the Arranger to be a Transaction Document.


 


1.2          Interpretation


 


In this agreement, unless the context
otherwise requires:


 


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


 


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


 


(c)                                  words importing a
gender include any gender;


 


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


 


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


 


6

















 


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


 


(g)                                 a reference to:


 


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


 


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


 


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


 


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


 


(i)                                     a reference to
liquidation includes administration, official management, compromise,
arrangement, merger, amalgamation, reconstruction, winding up, dissolution,
assignment for the benefit of creditors, scheme, composition or arrangement
with creditors, insolvency, bankruptcy, or 
a similar procedure or, where applicable, changes in the constitution of
any partnership or person, or death;


 


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


 


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


 


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


 


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


 


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


 


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


 


(p)                                 a reference to any
financial statements, accounts or accounting term is to be interpreted, or
shall be prepared, in accordance with the Accounting Standards.


 


7

















 


2                                         Conditions precedent


 


2.1                               Conditions precedent to Initial Series


 


The Issuer may not request the issue of the initial Series pursuant to
part 4 or part 5 from a Dealer until the Arranger has received all of the
following in form and of substance reasonably satisfactory to the Arranger:


 


(a)                                  pre-issue certificate: a certificate in the
form of, and providing the details indicated in, schedule 2 dated not more than
7 days before the first Issue Date, given in respect of the Issuer addressed to
the Arranger and signed by an Officer of the Issuer together with all
attachments referred to in the certificate being true, complete and up-to-date
copies, where applicable, of the following:


 


(1)                                  the memorandum and
articles of association or other constituent documents of the Issuer;


 


(2)                                  duly executed power
of attorney granted by the Issuer empowering the attorney to execute the
Transaction Documents to which it is a party;


 


(3)                                  forms lodged with the
Australian Securities Commission in accordance with section 242(8) or section
361(1) of the Corporations Law notifying the Australian Securities Commission
of the particulars or any change in the particulars of the officers of the
Issuer, which will evidence the appointment of the current officers of the
Issuer;


 


(4)                                  extracts of minutes
of a meeting of the directors of  the
Issuer approving execution of the Transaction Documents to which it is a party
and the granting of the powers of attorney referred to in clause 2.1(a)(2); and


 


(5)                                  any Authorisations
necessary or desirable to be obtained by the Issuer concerning the execution,
delivery, performance, validity or enforceability of the Transaction Documents;


 


(b)                                 Transaction Documents: copies of each
Transaction Document which is or on the first Issue Date is required by the
Arranger to be, executed, duly executed by all parties to them other than the
Finance Parties and duly stamped or, if the Arranger permits, sufficient Same
Day Funds or other provision to meet all liabilities to Tax on or in respect of
them:


 


(c)                                  Information Memorandum: such number of
printed copies of the Information Memorandum as each Dealer may require;


 


(d)                                 legal opinions: legal opinions from Baker
& McKenzie, counsel for the Issuer and Oppenheimer Wolf & Donnelly,
counsel for the Guarantor addressed to the Arranger and the Issuer.


 


8

















 


2.2                               Conditions precedent to all Series


 


The obligations of each Dealer with respect to any Series is subject to
the following conditions being fulfilled to the reasonable satisfaction of the
Arranger:


 


(a)                                  Pricing Supplement: the issue by the Issuer
of any Pricing Supplement necessary or desirable in connection with the Series
in accordance with this agreement;


 


(b)                                 Issue Date: the Issue Date for the Series
is a Business Day within the Availability Period;


 


(c)                                  Facility Limit: the aggregate Principal
Amount of the Securities comprising the Series to be issued will not, when
added to the Outstanding Amount of all Securities on issue on the proposed
Issue Date, exceed the Facility Limit;


 


(d)                                 warranties correct: each representation and
warranty contained in part 8 and in the Guarantee and Negative Pledge is true,
correct and not misleading in any material respect on and as of the Pricing
Date, and the Issue Date for the Series as if it had been made on and as of
each date in respect of the facts and circumstances existing at that time;


 


(e)                                  Compliance: the Issuer has complied with
all its obligations in connection with the issue of a Series;


 


(f)                                    Market disorder: there must not have
occurred, in the Arranger’s reasonable opinion, a change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls that would be likely to prejudice materially the proposed
issue or sale or distribution of the Series, whether in the primary market or
in respect of dealings in the secondary market;


 


(g)                                 Authorisations: the Arranger has received
all Authorisations required for the issue of the Series and each is in full
force and effect and each statement made by the Issuer contained in them is
true and complete;


 


(h)                                 Other documents: the Arranger has received
all other documents which it has reasonably requested the Issuer to provide;


 


(i)                                     rating: the Securities are rated by
Standard & Poor’s Rating Services:


 


(1)               no lower than “A2”
in the case of the Promissory Notes; and


 


(2)               no lower than “BBB”
in the case of the MTNs;


 


(j)                                     Event of Default: no Event of Default (as
defined in the Conditions applicable to any MTNs) has occurred which is
subsisting;


 


(k)                                  Transaction Documents: the Transaction
Documents constitute valid and binding obligations of the Issuer and the
Guarantor  (as applicable) enforceable
in accordance with their terms.


 


2.3                               Certified copies


 


An Officer of the Issuer must certify a copy of a document given to a
Finance Party under clauses 2.1 or 2.2 to be a true and up-to-date copy of the
original


 


9

















 


document as at a date not more than 7 days before the date it is given
to the Finance Party.


 


2.4                               Dealer’s conditions precedent


 


(a)                                  A condition in this
part 2 is for the benefit only of the Finance Parties and only the Arranger
(following consultation with the relevant Dealers) may waive it.


 


(b)                                 The Arranger shall
notify the relevant Dealers of the satisfaction, to the best of its knowledge
and belief, of the conditions precedent in this part 2, but shall have no
liability to the Dealers or any other party in respect of such notification
except in the case of the Arranger’s fraud or gross negligence.


 


3                                         The Programme


 


3.1                               Provision of Programme


 


The Dealers grant to the Issuer the Facility for the placing by the
Dealers of Promissory Notes issued under the I&P Agreement and MTNs issued
under the Master Note on the terms and conditions of this agreement.


 


3.2                               Facility Limit


 


The aggregate Outstanding Amount of the Securities must not at any time
exceed the Facility Limit.


 


3.3                               Several obligations and rights of
Dealers


 


The obligations and rights of the Dealers under this agreement are
several and:


 


(a)                                  failure of a Dealer
to perform its obligations does not relieve any other Dealer from any of its
obligations;


 


(b)                                 no Dealer is
responsible for the obligations of any other Dealer or (unless it is the
Arranger) the Arranger; and


 


(c)                                  subject to each
Transaction Document, each Dealer may separately enforce its rights under any
Transaction Document.


 


3.4                               Purpose


 


The proceeds received by the Issuer from the issue of Promissory Notes
and MTNs will be used by the Issuer for its general funding purposes and
financing of Related Corporations.


 


10

















 


4                                         Promissory Notes


 


4.1                               Issue of and Subscription for
Promissory Notes


 


(a)                                  The Issuer may at any
time before 9.00 am (Sydney time) (or such other time as agreed between the
Issuer and the Dealers) on a proposed Issue Date during the Availability Period
request the Dealers to bid for Promissory Notes by telephone or facsimile
notice to the Dealers on the basis that:


 


(1)                                  the Issuer may invite
all or any of the Dealers to bid for the Promissory Notes;


 


(2)                                  the invited Dealers
may, but shall have no obligation to, make a bid for the Promissory Notes on
the terms, if any, set out in the Issue Notice provided that any such bid must
specify in relation to each Series:


 


(A)                              the number and Principal
Amount of the Promissory Notes which the Dealer is bidding for;


 


(B)                                the time by which any
bid must be made which must be no later than 10.00 am on the Issue Date;


 


(3)                                  the Issuer shall have
no obligation to accept any bid made by any Dealers;


 


(4)                                  the relevant Dealers
and the Issuer shall ensure that any Series shall comply with the Transaction
Documents; and


 


(5)                                  if the Issue Notice
is made by telephone the Issuer must within 24 hours confirm the details of the
Issue Notice in writing to the relevant Dealers provided that the non-receipt
of the written confirmation does not affect the validity of the Issue Notice.


 


(b)                                 The Issuer may from
time to time notify the Dealers of the indicative bid rates (whether expressed
as a discount, a yield or otherwise) at which the Issuer would be prepared to
issue any Series provided that the Issuer must promptly notify the Dealers of
any change to any such rates.


 


(c)                                  A Dealer may at any
time during the Availability Period by telephone or facsimile to the Issuer
make an unsolicited bid to the Issuer for Promissory Notes.  If the Bid Notice is made by telephone the
Dealer must within 24 hours confirm the details of the Bid Notice in writing to
the Issuer provided that the non-receipt of the written confirmation does not
affect the validity of the Bid Notice. 
The Issuer is not required to inform any Dealer as to any unsolicited
Bid Notice of any other Dealer (other than as required by this part 4) and no
other Dealer shall have the right to participate in any such bid.


 


(d)                                 An Issue Notice or a
Bid Notice must specify:


 


(1)                                  the aggregate
Principal Amount of the Promissory Notes to be issued which must not be less
than $2,000,000 (or such other amount as may be agreed between the Issuer and
the Arranger from time to time);


 


11

















 


(2)                                  the Issue Date;


 


(3)                                  the Maturity Date;


 


(4)                                  the Tenors of the
Promissory Notes;


 


(5)                                  the aggregate
Principal Amount of the Promissory Notes which may be issued for each Tenor;


 


(6)                                  in the case of an
Issue Notice, the indicative bid rate, if any, at which the Issuer may be
prepared to issue the Promissory Notes;


 


(7)                                  in the case of a Bid
Notice, the bid rate the Dealer is prepared to subscribe for or procure the
subscription for the Promissory Notes;


 


(8)                                  the time by which any
bid must be made by a Dealer which must be no later than 10.00 am on the Issue
Date or a bid must be accepted by the Issuer; as the case may be;


 


(9)                                  the delivery
instructions for the Promissory Notes;


 


(10)                            such other information as
the Issuer or the Dealer, as the case may be, may include in respect of the
Promissory Notes.


 


4.2                               Acceptance of Bids


 


(a)                                  Subject to this
agreement:


 


(1)                                  if the Issuer is to
accept any bids, the Issuer must accept bids in the order such that the lowest
bid rate is accepted first and if 2 or more bid rates are the same the Issuer
must accept those bids pro rata between the relevant Dealers;


 


(2)                                  the Issuer may only
accept any bid made by any Dealer by telephone or facsimile notice pursuant to
this part 4 within 1 hour (or such other period as the Issuer and the Dealer
may agree) of its receipt by the Issuer and if not accepted in accordance with
this clause 4.2(a) the bid shall lapse;


 


(3)                                  a bid accepted by the
Issuer in accordance with clause 4.2(a)(2) creates a binding agreement between
the Issuer and the Dealer, for the issue and subscription of the Promissory
Notes of the Series for which the Dealer’s bid has been accepted.  The Issuer must within I Business Day
following the acceptance by the Issuer of any bid, by notice to the Dealer
confirm its acceptance of the bid by the Dealer and the Purchase Price in
respect of the Series provided that the delayed receipt or non-receipt by the
Dealer of any notice shall not affect the validity of the acceptance by the
Issuer of the bid;


 


(4)                                  in the event of any
over-subscription, the Issuer may not accept bids in excess of the tender
amount requested without the consent of all Dealers.


 


(b)                                 The Issuer must not
make any unsolicited request to, or accept any unsolicited bids from, any
Dealers while a competitive tender pursuant to clause 4.1(a) is in progress.


 


12

















 


4.3                               Issuance Procedures


 


(a)                                  On the Issue Date for
a Series of Promissory Notes:


 


(1)                                  the Issuer must:


 


(A)                              issue or arrange for the
I&P Agent to issue Promissory Notes against payment of the Purchase Price
for the Promissory Notes; and


 


(B)                                make or arrange for the
I&P Agent to make the Promissory Notes available in Sydney or such other
place as may be agreed in writing between the Issuer and the relevant Dealer;
and


 


(2)                                  the relevant Dealer
must pay the aggregate Purchase Price to the Issuer for the Promissory Notes to
be subscribed for, or the subscription for which is to be procured, by the
Dealer against physical delivery of the Promissory Notes or in such other
manner as may be agreed between the Issuer and the Dealer.


 


(b)                                 Settlement for the
issue of Promissory Notes and the payment of the Purchase Price shall be made
at the offices of the I&P Agent as set out in the I&P Agreement.


 


(c)                                  Subject to this agreement,
in the event that a Dealer has agreed with the Issuer to have Promissory Notes
settled through the Austraclear System transactions between the Issuer and the
Dealer in relation to the Promissory Notes shall be governed by the
Regulations.


 


(d)                                 Subject to this clause
4.3, the Issuer and the Dealers may from time to time agree the procedures for
the issue of and subscription for any Series including in relation to the
making of any requests or bids, the timing of any response or acceptance, the timing
and manner of any pricing, sale and settlement and the issue of any Promissory
Notes.


 


4.4                               Terms


 


(a)                                  Upon the acceptance
by the Issuer of any bid for Promissory Notes:


 


(1)                                  the Issuer must
within I Business Day by notice to each relevant Dealer confirm the acceptance,
number, Principal Amount, the Issue Date, the Maturity Date, and Purchase Price
and aggregate face value of the Promissory Notes in each Series for which the
Dealer is to subscribe or procure subscriptions provided that the delayed receipt
or non-receipt of any such notice by the Dealer shall not affect the validity
of the agreement in respect of the Series; and


 


(2)                                  each relevant Dealer
must subscribe or procure the subscription for the Promissory Notes and the
Issuer must issue the Promissory Notes on the Terms agreed subject to and in
accordance with this agreement.


 


(b)                                 Any Promissory Notes
which a Dealer may from time to time subscribe or procure the subscription for
shall be made by the Dealer in reliance upon the representations, warranties,
undertakings and agreements of the Issuer


 


13

















 


in this agreement and on the terms and conditions and in the manner
provided in this agreement.


 


4.5
                            Terms and form of Promissory Notes


 


Each Promissory Note must be:


 


(a)                                  denominated in
Dollars;


 


(b)                                 for a Tenor of not
less than 7 days and not more than 365 days;


 


(c)                                  for a Purchase Price
of not less than $500,000;


 


(d)                                 for a Principal Amount
of not less than $1,000,000 and an integral multiple of $100,000 as agreed
between the Issuer and the Dealer who is to purchase or procure the purchase of
the Promissory Note;


 


(e)                                  subject to the Terms.


 


5              MTNs


 


5.1                               Issue of and Subscription for a Series


 


(a)                                  The Issuer may from
time to time during the Availability Period request any Dealer to bid for MTNs
by telephone or facsimile notice to the Dealer on the basis that:


 


(1)                                  the Issuer may invite
all or any of the Dealers to bid for MTNs:


 


(2)                                  the invited Dealers
may, but shall have no obligation to, make a bid for MTNs on the terms, if any,
set out in the Issue Notice provided that any such bid must specify in relation
to each Series:


 


(A)                              the number and Principal
Amount of the MTNs which the Dealer is bidding for;


 


(B)                                unless such Series
Conditions are specified in the Issue Notice, the Purchase Price (expressed as
a percentage of the Principal Amount) and, if applicable, the Interest Rate and
the Interest Payment Date for the MTNs which the Dealer is bidding for;


 


(3)                                  the Issuer shall have
no obligation to accept any bid made by any Dealer:


 


(4)                                  the relevant Dealers
and the Issuer shall ensure that any Series shall comply with the Transaction
Documents; and


 


(5)                                  if the Issue Notice
is made by telephone the Issuer must within 24 hours confirm the details of the
Issue Notice in writing to the relevant Dealers provided that the non-receipt
of the written confirmation does not affect the validity of the Issue Notice.


 


(b)                                 The Issuer may from
time to time notify the Dealers of the indicative bid rates (whether expressed as
a discount, a yield or otherwise) at which the Issuer would be prepared to
issue any Series provided that the Issuer must promptly notify the Dealers of
any change to any such rates.


 


14

















 


(c)                                  A Dealer may at any
time during the Availability Period by telephone or facsimile notice to the
Issuer make an unsolicited bid to the Issuer for MTNs.  If the Bid Notice is made by telephone the
Dealer must within 24 hours confirm the details of the Bid Notice in writing to
the Issuer provided that the non-receipt of the written confirmation does not
affect the validity of the Bid Notice. 
The Issuer is not required to inform any Dealer as to any unsolicited
Bid Notice of any other Dealer (other than as required by this part 5) and no
other Dealer shall have the right to participate in any such bid.


 


(d)                                 An Issue Notice or a
Bid Notice must specify:


 


(1)                                  the aggregate
Principal Amount of the MTNs;


 


(2)                                  the Issue Date;


 


(3)                                  the Maturity Date;


 


(4)                                  the Pricing Date, if
any;


 


(5)                                  in the case of an
Issue Notice, the indicative bid rate, if any, at which the Issuer may be
prepared to issue MTNs;


 


(6)                                  in the case of a Bid
Notice, the Interest Rate and Interest Payment Dates, if applicable, the
Purchase Price (expressed as a percentage of the Principal Amount of the MTNs)
and the number and Principal Amount of the individual MTNs;


 


(7)                                  the time by which any
bid must be made by a Dealer or a bid must be accepted by the Issuer, as the
case may be; and


 


(8)                                  such other
information as the Issuer or the Dealer, as the case may be, may include in
respect of the MTNs.


 


5.2                               Acceptance of Bids


 


Subject to this agreement:


 


(a)                                  except where bids
have been invited under clause 5.1(a)(1) from one Dealer only, if the Issuer is
to accept any bids the Issuer must only accept those bids as directed by the
Arranger (following consultation with the Issuer and the relevant Dealers);


 


(b)                                 the Issuer may only
accept any bid made by any Dealer by telephone or facsimile notice pursuant to
this part 5 within 1 hour (or such other period as the Issuer and the Dealer
may agree) of its receipt by the Issuer and if not accepted in accordance with
this clause 5.2(a) the bid shall lapse;


 


(c)                                  a bid accepted by the
Issuer in accordance with clause 5.2(a)(2) creates a binding agreement between
the Issuer and the Dealer, for the issue and subscription of the MTNs of the
Series for which the Dealer’s bid has been accepted.  The Issuer must within 1 Business Day following the acceptance by
the Issuer of any bid, by notice to the Dealer confirm its acceptance of the
bid by the Dealer and the Purchase Price in respect of the Series provided that
the delayed receipt or non-receipt by the Dealer of any notice shall not affect
the validity of the acceptance by the Issuer of the bid;


 


15

















 


(d)                                 in the event of any
over-subscription, the Issuer may, subject to the Facility Limit and this part
5, accept bids up to 150% of the tender amount requested.


 


5.3                               Issuance Procedures


 


(a)                                  On the Issue Date for
a Series of MTNs:


 


(1)                                  the Issuer against
payment of the Purchase Price for the MTNs by or procured by the relevant
Dealer, must;


 


(A)                              register or procure the
registration of the Dealer or such person as the Dealer may direct as the MTN
Holder in such amount as the Dealer may notify; and


 


(B)                                comply with its
obligations under the Transaction Documents; and


 


(2)                                  each Dealer
subscribing or procuring the subscription for MTNs must pay or procure the
payment to the Issuer of the aggregate Purchase Price for the MTNs.


 


(b)                                 Subject to this
agreement, in the event that a Dealer has agreed with the Issuer to have MTNs
settled through the Austraclear System, transactions between the Issuer and the
Dealer in relation to the MTNs shall be governed by the Regulations.


 


(c)                                  Subject to this
clause 5.3, the Issuer and the Dealers may from time to time agree the
procedures for the issue of and subscription for any Series including in
relation to the making of any requests or bids, the timing of any response or
acceptance, the timing and manner of any pricing, sale and settlement and the
issue of any MTNs.


 


5.4                               Terms


 


(a)                                  Upon the acceptance
by the Issuer of any bid for MTNs:


 


(1)                                  the Issuer must
within 1 Business Day:


 


(A)                              by notice to each Dealer
confirm the acceptance, number, Principal Amount, the Issue Date, the Maturity
Date and Purchase Price and aggregate face value of the MTNs in each Series for
which the Dealer is to subscribe or procure subscriptions provided that the
delayed receipt or non-receipt of any such notice by the Dealer shall not
affect the validity of the agreement in respect of the Series; and


 


(B)                                deliver to the Dealer a
Pricing Supplement for each Series of MTNs for which the Dealer is to subscribe
or procure subscriptions, setting out the Series Conditions that will apply to
the Series; and


 


(2)                                  each relevant Dealer
must subscribe or procure the subscription for the MTNs and the Issuer must
issue the MTNs on the Terms agreed subject to and in accordance with this
agreement.


 


16

















 


(b)                                 Any MTNs which a
Dealer may from time to time subscribe or procure the subscription for shall be
made by the Dealer in reliance upon the representations, warranties,
undertakings and agreements of the Issuer in this agreement and on the terms
and conditions and in the manner provided in this agreement.


 


5.5                               Terms and form of MTNs


 


Each MTN must be:


 


(a)                                  denominated in
Dollars;


 


(b)                                 for a term of not less
than 365 days and otherwise as specified in the Pricing Supplement but in any
event never greater than 7 years;


 


(c)                                  for a Purchase Price
of not less than $1,000,000;


 


(d)                                 for a Principal Amount
of not less than $1,000,000 and an integral multiple of $100,000;


 


(e)                                  registered on issue
on the Register in such Australian capital city as the Issuer and the Registrar
may agree or failing which, Canberra;


 


(f)                                    constituted by the
Master Note; and


 


(g)                                 subject to the Terms.


 


6                                         Information Memorandum


 


6.1                               Information Memorandum


 


(a)                                  The Issuer authorises
each Finance Party to provide copies of the Information Memorandum to any
potential Holders subject to, and on terms which are not inconsistent with, the
conditions contained or referred to in the Information Memorandum until such
time as the Issuer notifies each Finance Party that the Information Memorandum
is being updated or revised and after that notification each Finance Party must
use only an updated or revised Information Memorandum prepared by or on behalf
of the Issuer.


 


(b)                                 The Finance Parties
must not give any information or make any representation regarding any
Promissory Note or MTN or the financial condition and affairs of the Issuer
that is not contained in the Information Memorandum other than:


 


(1)                                  copies of written
confirmations of ratings made by any rating agency in relation to the Issuer or
the Promissory Notes or MTNs;


 


(2)                                  any other information
or representation approved in writing from time to time by the Issuer.


 


(c)                                  Each Finance Party
will promptly indemnify the Issuer for any loss or damage caused by a failure
of that Finance Party to comply with clause 6.1(a) or clause 6.1(b).


 


17

















 


(d)                                 The Issuer must notify
each Finance Party promptly of any act, matter or thing of which it is aware
and which renders anything contained in the Information Memorandum untrue,
inaccurate, incomplete or misleading in any material respect and promptly
following such notification ensure that a new Information Memorandum or a
Pricing Supplement is prepared and made available to the Finance Parties.


 


7                                       Payments and delivery


 


7.1                               Manner of payment


 


All payments under the this agreement must be
made:


 


(a)                                  in Same Day Funds;


 


(b)                                 in Dollars;


 


(c)                                  not later than 1.00
pm (Sydney time) (or such other time as may be agreed between the Issuer and
the Dealer) on the due date,


 


to the account of the payee specified by the payee to the payer or in
such other manner as the payee directs from time to time.


 


7.2                               Registration


 


Notwithstanding any Term of a Series of MTNs, the Issuer must promptly
after the Issue Date for a Series of MTNs provide or procure the provision to
the Dealer of evidence as to the ownership of the MTNs that the Dealer has
subscribed or procured the subscription for and any documentation required in
connection with any transfer of any MTNs.


 


7.3                               Payments on a Business Day


 


If a payment under this agreement is due to be made on a day which is
not a Business Day, the due date for that payment is the next Business Day in
the same calendar month or, if none, the preceding Business Day, but no
adjustment shall be made to any interest payable on that day.


 


8                                       Representations and warranties


 


8.1                               Representations and warranties


 


The Issuer represents and warrants, to and for the benefit of each
Finance Party, that:


 


(a)                                  incorporation: it is a corporation duly
incorporated and validly existing under the laws of its jurisdiction of
incorporation;


 


(b)                                 corporate power: it has the corporate power
to own its assets and to carry on its business as it is now being conducted;


 


18

















 


(c)                                  authority: it has full power and authority
to enter into and perform its obligations under the Transaction Documents to
which it is expressed to be a party or is stated to have an obligation with
respect thereto;


 


(d)                                 authorisations: it has taken all necessary
action to authorise the execution, delivery and performance of the Transaction
Documents to which it is expressed to be a party or is stated to have an
obligation with respect thereto and the Information Memorandum in accordance
with their terms;


 


(e)                                  binding obligations: the Transaction
Documents to which it is expressed to be a party or is stated to have an
obligation with respect thereto constitute its legal, valid and binding
obligations and, subject to any necessary stamping and registration, are
enforceable in accordance with their terms subject to laws generally affecting
creditors’ rights and to principles of equity;


 


(f)                                    nature of obligations: its payment
obligations under the Transaction Documents to which it is expressed to be a
party or is stated to have an obligation with respect thereto constitute
direct, unconditional and unsecured obligations ranking pari passu with all of
its other unsecured and unsubordinated payment obligations except obligations
preferred by mandatory operation of law;


 


(g)                                 transaction permitted: the execution,
delivery and performance by it of the Transaction Documents to which it is
expressed to be a party or is stated to have an obligation with respect thereto
and the issue of the Information Memorandum do not and will not violate:


 


(1)                                  any law, regulation,
authorisation, ruling, consent, judgment, order or decree of any Governmental
Agency;


 


(2)                                  its memorandum and
articles of association or other constituent documents;


 


(h)                                 accounts: the most recent consolidated
audited balance sheets and profit and loss accounts (if any) of it and its
Subsidiaries:


 


(1)                                  were prepared in
accordance with the Accounting Standards for financial statements for a
financial year; and


 


(2)                                  are a true, fair and
accurate statement of the financial condition and state of affairs (including
disclosing or reflecting all actual and contingent obligations) of it and its
Subsidiaries at the date to which they relate and the results of the operations
of it and its Subsidiaries, if any, for the accounting period to which they
relate;


 


(i)                                     disclosure:


 


(1)                                  as at the date of the
most recent Information Memorandum all information contained in the Information
Memorandum is true and correct in all material respects and is not, whether by
omission of information or otherwise, misleading in any material respect;


 


(2)                                  it is not aware of
any material facts or circumstances that have not been disclosed to the Dealers
which would reasonably be expected, if not disclosed, to be material to the
decision of a person


 


19

















 


considering whether or not to subscribe for
or purchase Promissory Notes or MTNs;


 


(j)                                     no failure to disclose: it has not withheld
from any Finance Party any document, information or other fact which could
reasonably be expected to be material to the decision of each Finance Party to
enter into and perform the Transaction Documents to which each Finance Party is
a party (it being acknowledged that the information given to each Finance Party
has induced each Finance Party to enter into those Transaction Documents).


 


8.2                               Survival and repetition of
representations and warranties


 


The representations and warranties in, or given under, this agreement
including, but not limited to, clause 8.1:


 


(a)                                  survive the execution
of each Transaction Document, the subscription of any Promissory Notes or MTNs;
and


 


(b)                                 are regarded as
repeated on the date of each Issue Notice and on each Issue Date with respect
to the facts and circumstances then subsisting.


 


9                                         Undertakings


 


9.1                               General undertakings


 


The Issuer undertakes to the Arranger and the
Dealers that it must:


 


(a)                                  annual accounts: furnish to the Arranger
and each Dealer as soon as practicable, but in any event no later than 120 days
after the end of each financial year, the consolidated audited profit and loss
statement for that financial year and the consolidated audited balance sheet of
it as at the end of that financial year;


 


(b)                                 Guarantor: so long as any of the MTNs
remain outstanding, furnish or cause to be furnished upon request to the
Arranger or any Dealer, 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;


 


(c)                                  other information: at the reasonable
request of the Arranger, furnish to the Arranger and each Dealer any other
information about the financial condition or state of affairs of it;


 


(d)                                 Dealers: notify each Dealer of the
appointment of, or termination of the appointment of, any Dealer under this
agreement;


 


(e)                                  authorised signatory: furnish to the
Arranger and the Dealers the names and specimen signatures of any additional or
substitute authorised officers under the Transaction Documents;


 


(f)                                    cancellation of MTNs: notify the Arranger
and the Dealers after any repayment, redemption, purchase or cancellation of
MTNs in accordance with the terms and conditions thereof on a date other than
their Maturity


 


20

















 


Date, the details of the MTNs so repaid,
redeemed, repurchased or cancelled;


 


(g)                                 rating: as soon as possible, and in any
event within 3 Business Days, after the Issuer or Guarantor acquires actual
knowledge that either of the Guarantor’s short term or long term credit ratings
assigned by Standard & Poor’s Rating Agency or Moody’s Investor Services,
Inc. has changed, or that the credit rating assigned by Standard & Poor’s
Rating Services to the Securities has changed, written notice informing the
Arranger and Dealers of such change;


 


(h)                                 Event of Default: notify the Arranger and
each Dealer of the occurrence of any Event of Default (as defined in the Master
Note or the Conditions applicable to any MTNs) or any material breach or
default by the Issuer or Guarantor under the terms of any Transaction Document.


 


9.2                               Registry Arrangements


 


(a)                                  The Issuer must
within 1 Business Day of the proposed Issue Date for any Series of MTNs notify
the Registrar of all relevant information in relation to the Series required to
be notified under and in accordance with the Registry Services Deed.


 


(b)                                 The Issuer must
maintain or procure the maintenance of the Register in accordance with the
Registry Services Deed.  The Issuer must
also procure that marking facilities are available in any Australian city as
the Issuer and Registrar may agree.


 


(c)                                  The Issuer must cause
the Registrar to enter on the Register all the information required to be
entered by the Master Note.


 


(d)                                 The Issuer must not
amend or vary or agree to any amendment or variation of the Registry Services
Deed without the prior consent of the Arranger.


 


9.3                               Other Issues


 


(a)                                  Subject to clause
9.3(b), the Issuer may from time to time without the consent of any Finance
Party create and issue further notes, bonds, securities or any other debt
instruments on such terms as the Issuer may determine.


 


(b)                                 The Issuer may not
issue any Promissory Notes or MTNs under this agreement other than to or
through a Dealer in accordance with this agreement.


 


10                                  Dealers’ and Arranger’s obligations


 


10.1                        Observance of applicable laws


 


(a)                                  Subject to clause
10.1(b) the Dealers are authorised to sell any Promissory Notes or MTNs
subscribed for by the Dealers under this agreement on such terms and at such
times as the Dealers think fit and shall be entitled to retain for their own
account the whole of the proceeds of any such sale.


 


21

















 


(b)                                 Each
Dealer:


 


(1)                                  acknowledges that no
prospectus in relation to any Transaction Documents has been lodged with, or
registered by, any Governmental Agency, and no action has been taken or will be
taken in any jurisdiction which would permit a public offering of the
Promissory Notes or MTNs, or possession or distribution of the Information
Memorandum or any other offering material in relation to the Promissory Notes
or MTNs in any jurisdiction where action for that purpose is required;


 


(2)                                  must not offer for
subscription or purchase, or issue invitations to subscribe for or buy, or sell
or deliver any Promissory Note or MTN or distribute the Information Memorandum,
any prospectus, circular, advertisement or other offering materials relating to
any Promissory Note or MTN;


 


(A)                              outside
the Commonwealth of Australia; or


 


(B)                                otherwise in any
jurisdiction except in such manner and in such circumstances that will result
in compliance with all applicable laws and regulations;


 


(3)                                  without limiting
clause 10.1(b)(2), must observe the Corporations Law, the Corporations Regulations
and all other applicable laws and regulations in any jurisdiction in which it
may offer, sell or deliver any Promissory Note or MTN;


 


(4)                                  is not authorised to
make, and will not make, any representation or use of any information in
connection with the issue, subscription and sale of the Promissory Notes or
MTNs other than information on the public record, information contained in, or
incorporated by reference in, the Information Memorandum or the Promissory
Notes or MTNs, or information otherwise authorised by the Issuer from time to
time;


 


(5)                                  must obtain all
Authorisations required by it for the subscription, offer, sale or delivery by
them of any Promissory Notes or MTNs under the laws of any jurisdiction to
which they are subject or in which they make any subscription, offer, sale or
delivery of any Promissory Notes or MTNs and the Dealers must comply with all
such laws;


 


(6)                                  must not offer or
sell any Promissory Notes or MTNs other than on the terms and conditions of,
and subject to, this agreement.


 


10.2                        Secondary Market


 


(a)                                  Each Dealer in
respect of a Series in which it was a Dealer must:


 


(1)                                  on request from a
Holder offer a price to the Holder at which the Dealer will purchase any
Promissory Notes or MTNs in the Series from the Holder;


 


(2)                                  consult with the
Issuer and Arranger to determine measures to promote a secondary market in
Promissory Notes or MTNs; and


 


22

















 


(3)                                  upon request of the
Issuer and subject to reaching substantial agreement in respect of the measures
referred to in clause 10.2(b), use its reasonable endeavours, subject to market
conditions, to establish and maintain a secondary market and facilitate
liquidity in the Promissory Notes or MTNs.


 


(b)                                 If the Issuer elects
not to promote or establish a secondary market in relation to the Promissory
Notes or MTNs then the Dealers are under no obligation under clauses 10.2(a)(2)
and 10.2(a)(3) with respect to the Promissory Notes or MTNs, as the case may
be.


 


10.3                        Illegality


 


If at any time
it is unlawful or impracticable for a Dealer to perform any of its obligations
under this agreement then:


 


(a)                                  the Dealer’s
obligations under the Transaction Documents are immediately suspended for the
duration of such illegality or other effect;


 


(b)                                 the Dealer must use
its reasonable endeavours to restructure its participation in the Facility to
avoid such illegality or other effect;


 


(c)                                  if the Dealer is not
able to restructure its participation within 30 days of its obligations being
suspended pursuant to clause 10.3(a), the Dealer may at any time, by notice to
the Arranger and the Issuer, terminate its obligations under the Transaction
Documents.


 


10.4                        Arranger obligations


 


The Arranger must if requested by the Issuer and a Holder to determine
the current market value of a MTN, determine the market value at that time on
such basis as the Arranger may after consultation with either or both of the
Issuer and Holder in its absolute discretion determine to be reasonable to
value the MTN.


 


10.5                        Independent investigation


 


Each Dealer agrees that it has made and will continue to make without
reliance on the Arranger is own investigations into the affairs of the Issuer
and the Guarantor and its own analysis and decisions as to taking or not taking
any action under any Transaction Document.


 


10.6                        No responsibility


 


None of the Arranger, any Dealer or any of their respective employees,
Officers, agents, contractors or professional advisers shall be responsible to
any Dealer or other Dealer or any other party for:


 


(a)                                  any statement,
representation or warranty contained in the Information Memorandum or any
Transaction Document:


 


(b)                                 the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Information
Memorandum or any Transaction Document;


 


(c)                                  any failure by the
Issuer or any other person to perform its obligations under any Transaction
Document; or


 


23

















 


(d)                                 any action taken or
omitted to be taken by it or them under any Transaction Document or in
connection with any Transaction Document except in the case of its or their own
fraud or wilful misconduct or negligence.


 


10.7                        Liability of Arranger


 


(a)                                  The Arranger is not,
and shall not be deemed to be, acting as the agent of, and does not have any
fiduciary relationship with, any Dealer or the Issuer (except the Arranger will
act as the agent of the Dealers where expressly specified in this agreement).


 


(b)                                 Each Dealer
acknowledges that it has, independently and without reliance on the Arranger or
any other Dealer, and based on such documents and information as it has deemed
appropriate, made its own investigation into the affairs and financial
condition of the Issuer and the Guarantor and the Arranger is not required to
keep itself informed as to the performance or observance by the Issuer or the
Guarantor of any Transaction Document or the financial condition, affairs,
status or nature of the Issuer or the Guarantor.


 


11                                  Indemnities


 


11.1                        General indemnity


 


(a)                                  The Issuer
indemnifies each Finance Party against any claim, action, damage, loss,
liability, cost, expense or payment which that Finance Party pays, suffers,
incurs or is liable for, in respect of any of the following:


 


(1)                                  the Issuer not
performing any of its obligations under any Transaction Document;


 


(2)                                  any warranty,
representation or statement by the Issuer is or becomes or is alleged to be
false, misleading or incorrect in a material respect including without
limitation any warranty, representation or statement in the Information
Memorandum;


 


(3)                                  the enforcement,
protection or waiver, or attempted or contemplated enforcement or protection,
of any rights, powers or remedies of the Dealer against the Issuer under any
Transaction Document;


 


(4)                                  the Dealer acting in
good faith on any communication purporting to originate from the offices of the
Issuer and given or purported to be given by an Officer of the Issuer in
relation to or in connection with any Transaction Document.


 


(b)                                 Without limitation to
the indemnity contained in clause 11.1(a), that indemnity includes the amount
reasonably determined by a Finance Party as being incurred by reason of the
liquidation or re-employment of deposits or other funds acquired or contracted
for by the Finance Party to fund or maintain its obligation with respect to any
Promissory Note or MTN of which it is the Holder.


 


24

















 


11.2                        Continuing indemnity and evidence of
loss


 


(a)                                  Each indemnity
contained in this agreement is a continuing obligation of the indemnifier
despite:


 


(1)                                  any settlement of
account; or


 


(2)                                  the occurrence of any
other thing,


 


and remains in full force and effect until all moneys owing,
contingently or otherwise, under any of the Transaction Documents have been
paid in full.


 


(b)                                 Each indemnity of the
Issuer contained in this agreement survives the termination or redemption of
any Transaction Document.


 


(c)                                  A certificate under
the hand of an Officer of a Finance Party or Issuer in good faith detailing the
amount of any damage, loss, liability, cost, expense or payment covered by any
indemnity in this agreement is prima facie evidence thereof.


 


11.3                        Indemnity by Finance Party


 


Each Finance Party indemnifies the Issuer against any claim, action,
damage, loss, liability, cost, expense or payment which the Issuer reasonably
pays, suffers, incurs or is liable for in respect of any of the following:


 


(a)                                  any material failure
by that Finance Party to comply with its obligations under this agreement; or


 


(b)                                 any failure by that
Finance Party to pay any such sum due in respect of the purchase of any
Promissory Note or MTN, or to purchase any Promissory Note or MTN which the
Finance Party is obliged to purchase, including without limiting the generality
of the foregoing any interest, cost, loss or expense incurred by the Issuer in
raising funds to cover any shortfall in funds as a result of such Finance
Party’s default, including reasonable legal expenses.


 


No amount of indemnification will be payable if and to the extent that
any claim, loss, cost or expense is due to the misconduct, default or
negligence of the Issuer, or to the occurrence of any event outside the control
of the relevant Finance Party which makes it not reasonably practicable for the
Finance Party to avoid such failure.


 


12                                  Fees; Tax, costs and expenses; interest on overdue amounts


 


12.1                        Fees


 


(a)                                  The Issuer must pay
to each Dealer a dealer’s fee in relation to each Series issued under the
Facility determined as follows:


 


(1)                                  in the case of MTNs,
an amount equal to 0.03% per annum in yield points on the face value of the
MTNs in the Series for which the Dealer subscribed or procured subscriptions,
or such other amount or basis for calculation as may be otherwise agreed from
time to time in writing between the Issuer and the relevant Dealer;


 


25

















 


(2)                                  in the case of
Commercial Paper, an amount calculated by the Arranger in accordance with the
following formula:


 


F = 0.03% x FV x T/365


 


Where:


 


F = the fee payable to the Dealer in respect of the Series;


 


FV = the face amount of the Commercial Paper in the Series for which
the Dealer Subscribed or procured subscriptions;


 


T = the tenor of the Commercial Paper in the Series,


 


or such other amount or basis for calculation as may be otherwise
agreed from time to time in writing between the Issuer and the relevant Dealer.


 


(b)                                 Each fee payable to a
Dealer under clause 12.1(a) shall be payable, unless otherwise specifically
agreed between the Issuer and the relevant Dealer:


 


(1)                                  in the case of an
MTN, on the Issue Date for the relevant MTN; and


 


(2)                                  in the case of
Commercial Paper, quarterly in arrears on the tenth day following the end of
the quarter in which the relevant Series was issued,


 


in each case, to the relevant Dealer.


 


(c)                                  The Issuer must pay
to the Arranger for its own account a fee in such amounts and at such times and
otherwise on such terms and conditions as the Arranger and the Issuer may agree
from time to time.


 


(d)                                 All such fees are not
refundable.


 


12.2                        Tax


 


(a)                                  The Issuer must pay
any Tax, other than a tax imposed on the net income of any Finance Party, in
respect of the execution, delivery, issue, performance, release, discharge,
amendment, enforcement or attempted enforcement or otherwise in respect of any
Transaction Document.


 


(b)                                 The Issuer must pay
any fine, penalty or other cost in respect of a failure to pay any Tax
described in clause 12.2(a) other than any fine, penalty or other cost arising
as a result of the negligence or wilful misconduct of a Finance Party.


 


(c)                                  The Issuer
indemnifies each Finance Party against any amount payable under clause 12.2(a)
or clause 12.2(b) or both.


 


12.3                        Costs and expenses


 


The Issuer
must pay:


 


(a)                                  all reasonable costs
and expenses of the Arranger and any employee, officer, agent or contractor of
the Arranger in the negotiation, preparation, execution, delivery, issue,
stamping, completion, variation and discharge of any Transaction Document,
including, but not limited to, any reasonable administration costs of each
Finance Party in connection with such matters


 


26

















 


and any legal costs and expenses and any reasonable professional
consultant’s fees for such matters on a full indemnity basis;


 


(b)                                 all costs and expenses
of each Finance Party and any employee, Officer, agent, contractor or
professional adviser of each Finance Party in relation to the enforcement,
protection, or waiver, or attempted or contemplated enforcement or protection,
of any rights, powers or remedies under any Transaction Document, including,
but not limited to, any administration costs of each Finance Party in
connection with such matters and any legal costs and expenses and any
professional consultant’s fees for such matters on a full indemnity basis.


 


12.4                        Interest on overdue amounts


 


(a)                                  The Issuer must pay
interest on any amount payable to the Finance Parties under this agreement
which is not paid when due.


 


(b)                                 The interest payable
under this clause 12.4:


 


(1)                                  accrues from day to
day from and including the due date for payment up to the actual date of
payment, before and, as an additional and independent obligation, after any
judgment or other thing into which the liability to pay the relevant amount due
becomes merged; and


 


(2)                                  may be capitalised by
the Lender at monthly intervals.


 


(c)                                  The rate of interest
payable under this clause 12.4 is the higher of:


 


(1)                                  10% per annum; and


 


(2)                                  the rate fixed or
payable under a judgment or other thing referred to
in clause 12.4(b)(1).


 


13                                  Termination and additional Dealers


 


13.1                        Termination


 


(a)                                  The Issuer may
terminate the Facility upon not less than 30 days notice to the Arranger and
each Dealer. Termination of the Facility pursuant to this clause 13.1 shall be
without penalty but shall not affect any rights or liabilities arising prior to
the date of termination or which arise thereafter in respect of any act or
omission prior to the date of termination, including in respect of any
Promissory Notes or MTNs issued or agreed to be issued prior to the date of
such termination.


 


(b)                                 The Issuer may
terminate the Facility with respect to any Dealer, and any Dealer and the
Arranger may terminate the Facility with respect to itself on not less than 30
days notice to the other parties. Any termination pursuant to this clause
13.1(b) shall be without penalty but shall not affect any rights or liabilities
arising prior to the date of termination or which arise thereafter in respect
of any act or omission prior to the date of termination, including in respect
of any Promissory Notes or MTNs issued or agreed to be issued prior to the date
of termination. Any termination


 


27

















 


with respect to any Dealer shall not affect and shall be without
prejudice to the rights and obligations of the Issuer and the Finance Parties
(other than the retiring Dealer) under the Transaction Documents.


 


(c)                                  The Arranger shall
prepare and distribute to the Issuer and the Dealers a new schedule 1 setting
out the names and notice details of the Dealers with effect from the date of
any change in the Dealers.


 


13.2                        Additional Dealers


 


(a)                                  The Issuer and the
Arranger (acting in consultation with the Issuer) (acting on behalf of itself
and the Dealers), may from time to time, nominate any financial institution as
an additional Dealer and upon the acceptance and delivery by the financial
institution of an accession agreement in or substantially in the terms set out
in schedule 3 to the Issuer and the Arranger, such financial institution shall
become a party to this agreement as a Dealer with all rights and obligations of
a Dealer under this agreement as if it were named as a Dealer provided that the
maximum number of Dealers at any time shall not exceed 5.


 


(b)                                 The Arranger shall
promptly notify the Dealers of any additional Dealers.


 


(c)                                  The Arranger shall
prepare and distribute to the Issuer and the Dealers a new schedule 1 setting
out the names and notice details of the Dealers with effect from the date of
any change in the Dealers.


 


13.3                        Arranger


 


If the Arranger ceases to be a Dealer pursuant to this part 13 or
otherwise, the Issuer must appoint a Dealer as the replacement Arranger.


 


14                                  General


 


14.1                        Notices


 


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


 


(1)                                  where required or
permitted to be by telephone:


 


(A)                              if to the Issuer:


 


Attention:                 Ecolob Inc., Manager, Corporate
Finance


 


Telephone:            0011 1 612 293 2468;


 


(B)                                if to the Arranger:


 


Attention:                 Head of Capital Markets


 


Telephone:            (02) 9239 9303;


 


(C)                                if to a Dealer, to the
telephone number shown opposite its name in schedule 1;


 


28

















 


(2)                                  subject to clause
14.1(a) (1), must be sent, in addition to any other method, by facsimile, be in
legible writing and in English addressed as shown below:


 


(A)                              if to the Issuer:


 


Attention:                                         Ecolab
Inc., Manager, Corporate Finance


N/6 Ecolab Centre


370 North Wabasha Street


Saint Paul Minnesota 55102 USA


 


Facsimile:                                            0011
1 612 293 2379


 


with a copy to :


 


Attention:                                         Ecolab
Pty Limited, Finance Director


6 Hudson Avenue


Castle Hill NSW 2154


 


Facsimile:                                            (02)
9899 3105;


 


(B)                                if to the Arranger:


 


Address:                                               Citibank
Centre


1 Margaret street


SYDNEY NSW 2000


AUSTRALIA


 


Attention:                                         Head
of Capital Markets


 


Facsimile:                                            (02)
9239 3345;


 


(C)                                if to a Dealer, as set
out in schedule 1,


 


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


 


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


 


(4)                                  is regarded as being
given by the sender and received by the addressee;


 


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


 


(B)                                if by post, 3 Business
Days (or 5 Business Days if addressed to another country) from and including
the date of postage/on delivery to the addressee; or


 


(C)                                if by facsimile
transmission, on production of a facsimile transmission report from the machine
from which the facsimile was sent confirming that the facsimile has been sent
in its entirely to the facsimile number of the intended recipient.


 


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


 


(5)                                  can be relied upon by
the addressee and the addressee is not liable to any other person for any
consequences of that reliance if the


 


29

















 


addressee believes it to be genuine, correct
and authorised by the sender.


 


(b)                                 In this clause 14.1, a
reference to an addressee includes a reference to an addressee’s Officers,
agents or employees or any person reasonably believed by the sender to be an
Officer, agent or employee of the addressee.


 


14.2                        Assignment


 


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


 


(b)                                 A Finance Party must
not transfer or assign any of its rights or obligations under this agreement to
any person without the prior consent of the Issuer provided that a Finance
Party:


 


(1)                                  may assign any of its
rights or transfer by novation any of its rights and obligations to any Related
Corporation of it; and


 


(2)                                  may transfer or
assign any Promissory Notes of MTNs in which it has any interest.


 


14.3                        Governing law and jurisdiction


 


(a)                                  This agreement is
governed by the laws of New South Wales.


 


(b)                                 The parties
irrevocably submit to the non-exclusive jurisdiction of the courts of New South
Wales.


 


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


 


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


 


14.4                        Prohibition and enforceability


 


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


 


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


 


30

















 


14.5                        Waivers


 


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


 


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


 


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


 


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


 


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


 


14.6                        Variation


 


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


 


14.7                        Cumulative rights


 


The rights, powers and remedies of a Finance party under any
Transaction Document are cumulative and do no exclude any other right, power,
authority, discretion or remedy of any Finance Party.


 


14.8                        Certificates


 


A certificate under the hand of an Officer of an Finance party in good
faith detailing the sum payable to such party in connection with this agreement
is prima facie evidence of the sum stated in the certificate.


 


14.9                        Time of the essence


 


Time is of the essence of this agreement in respect of an obligation of
the Issuer and the Dealer to pay money.


 


14.10                 Counterparts


 


(a)                                  This agreement may be
executed in any number of counterparts.


 


(b)                                 All counterparts,
taken together, constitute one instrument.


 


(c)                                  A party may execute
this agreement by signing any counterpart.


 


14.11                 Attorneys


 


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


 


31

















 


Schedule
1 - Dealers


Part
1


 


Promissory Note Dealers


 


	
  Name/ACN/ARBN

  	
   

  	
  Notice Details

  for Correspondence

  	
   

  	
  Notice Details

  for Bids

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citisecurities Limited

  (ACN 008 489 610)

  	
   

  	
  Level 16

  Citibank Centre

  1 Margaret Street

  Sydney NSW 2000

  Australia



  Attention: Origination

  Facsimile: (02) 9239 3345

  	
   

  	
  Level 16

  Citibank Centre

  1 Margaret Street

  Sydney NSW 2000

  Australia



  Attention: Origination

  Facsimile: (02) 9239 3345

  Telephone: (02) 9239 9745

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse First Boston Australia Securities Limited

  (ACN 006 244 382)

  	
   

  	
  Level 31

  1 Macquarie Place

  Sydney NSW 2000

  Australia



  Attention: Mr Phillip Lewis

  Facsimile: (02) 9394 4394

  	
   

  	
  Level 30

  1 Macquarie Place

  Sydney NSW 2000

  Australia



  Attention: Ms Marilyn Di Bella

  Facsimile: (02) 9394 4390

  Telephone: (02) 9394 4444

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warburg Dillon Read Australia Limited

  (ACN 008 582 705)

  	
   

  	
  Level 25

  Governor Phillip Tower

  1 Farrer Place

  Sydney NSW 2000

  Australia



  Attention: Executive Director, Rates 

  Facsimile: (02) 9324 2899

  	
   

  	
  Level 25

  Governor Phillip Tower

  1 Farrer Place

  Sydney NSW 2000

  Australia



  Attention: Executive Director, Rates

  Facsimile: (02) 9324 2899

  



 


32

















 


Part
2


 


MTN Dealers


 


	
  Name/ACN/ARBN

  	
   

  	
  Notice Details

  for Correspondence

  	
   

  	
  Notice Details 

  for Bids

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citisecurities Limited

  (ACN 008 489 610)

  	
   

  	
  Level 16

  Citibank Centre

  1 Margaret Street

  Sydney NSW 2000

  Australia

   

  Attention: Origination

  Facsimile: (02) 9239 3345

  	
   

  	
  Level 16

  Citibank Centre

  1 Margaret Street

  Sydney NSW 2000

  Australia



  Attention: Origination

  Facsimile: (02) 9239 3345

  Telephone: (02) 9239 9745

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse First Boston

  Australia Securities Limited

  (ACN 006 244 382)

  	
   

  	
  Level 31

  1 Macquarie Place

  Sydney NSW 2000

  Australia



  Attention: Mr. Phillip Lewis

  Facsimile: (02) 9394 4394

  	
   

  	
  Level 31

  1 Macquarie Place

  Sydney NSW 2000

  Australia



  Attention: Ms Marilyn Di Bella 

  Facsimile: (02) 9394 4390

  Telephone: (02) 9394 4444

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Warburg Dillon Read

  Australia Limited

  (ACN 008 582 705)

  	
   

  	
  Level 25

  Governor Phillip Tower

  1 Farrer Place

  Sydney NSW 2000

  Australia



  Attention: Executive Director,

  Rates 

  Facsimile: (02) 9324 2899

  	
   

  	
  Level 25

  Governor Phillip Tower

  1 Farrer Place

  Sydney NSW 2000

  Australia



  Attention: Executive Director,

  Rates

  Facsimile: (02) 9324 2899

  



 


33

















 


Schedule 2 - Pre-Issue Certificate (Clause 2.1(a))


 


To:          Citisecurities
Limited (Arranger)


 


I [insert name] am a director/secretary
of Ecolab Finance Pty Limited (Issuer).


 


I refer to the agreement (Dealer
Agreement) dated [insert date]
between the Issuer, the Arranger and the Dealers.


 


A term defined in the Dealer Agreement has the same meaning when used
in this Certificate.


 


I certify as follows:


 


1.             Relevant
documents


 


Attached to this Certificate are true, complete and up-to-date copies
of each of the following:


 


(a)                                  memorandum and articles: the memorandum and
articles of association of the Issuer (marked “A-1”);


 


(b)                                 power of attorney: a duly executed power of
attorney granted by the Issuer authorising execution of the Transaction
Documents to which it is a party (marked “B-1” to “B-[insert number]”);


 


(c)                                  officers: such forms lodged with the
Australian Securities Commission in accordance with section 242(8) or section
361(1) of the Corporations Law notifying the Australian Securities Commission
of the particulars or any change in the particulars of the officers of the
Issuer, as will evidence the appointment of the current officers of the Issuer
(marked “C-1” to “C-[insert number]”);


 


(d)                                 minutes: extracts of minutes of a meeting
of the directors of the Issuer approving execution of the Transaction Documents
to which it is a party and the granting of the powers of attorney referred to
in paragraph (b) above (marked “D-1” to “D-[insert
number]”);


 


(e)                                  Authorisations: those Authorisations (if
any) necessary or desirable to be obtained by the Issuer in connection with the
execution, delivery, performance, validity or enforceability of the Transaction
Documents (marked “E-1” to “E-[insert number]”).


 


2.                                      No
revocation


 


Each:


 


(a)                                  power
of attorney referred to in clause 1(b);


 


(b)                                 resolution
contained in the minutes referred to in clause 1(d); and


 


(c)                                  Authorisation
referred to in clause 1(e);


 


is in full force and effect and has not been amended, modified or
revoked.


 


34

















 


3.                                      Officers


 


The following signatures are the true signatures of the authorised
officers who are authorised signatories of the Issuer:


 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  [insert
  details of position]

  	
   

  	
   

  
	
  (b)

  	
   

  	
  [insert details
  of position]

  	
   

  	
   

  
	
  (c)

  	
   

  	
  [insert
  details of position]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Officer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: [insert date]

  	
   

  	
   

  
								



 


35

















 


Schedule 3 - Additional Dealers (Clause 13.2)


 


Dealer Accession Letter


 


To:                            [Additional Dealer]


 


[Address]


 


Date:                    [                            ]


 


Dear Sir


 


We refer to the Dealer Agreement (Dealer Agreement) dated
[             ]
1998 between Ecolab Finance Pty Limited (Issuer), Citisecurities Limited
(Arranger) and the financial institutions named therein as Dealers. A term
defined in the Dealer Agreement has the same meaning when used in this letter.


 


The Issuer and the Arranger (on behalf of itself and as agent for the
Dealers) hereby offer to appoint you as an additional Dealer for the purposes
of the Dealer Agreement pursuant to clause 13.2 of the Dealer Agreement.


 


With effect from the date of your acceptance noted below, you shall
have all the rights and obligations of a Dealer under the Transaction Documents
as if you had been an original party to the Dealer Agreement.


 


Please confirm your acceptance of your appointment as an additional
Dealer by signing, dating and returning the enclosed copy of this letter to us
not later than 5.00 pm (Sydney time) on the date being 14 days after the date
of this letter, after which time the offer contained in this letter shall
automatically lapse.


 


This letter shall be governed by the laws of New South Wales.


 


Ecolab Finance Pty Limited


 


 


	
   

  	
   

  
	
  [Authorised signatory]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Citisecurities Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Authorised signatory]

  	
   

  



 


36

















 


To:                              Ecolab
Finance Pty Limited


Citisecurities Limited


Each of the Dealers under the Dealer Agreement referred to above.


 


 


[Additional Dealer]
confirms that it accepts its appointment as an additional Dealer under the
Dealer Agreement with effect from the date of this acceptance noted below.


 


We acknowledge and agree that we shall have all the rights and
obligations of a Dealer under the Transaction Documents as if we had been an
original party to the Dealer Agreement.


 


Dated:    [                  ]


 


[Additional Dealer]


 


 


	
   

  	
   

  
	
  [Authorised signatory]

  	
   

  



 


37

















 


Schedule 4 - Form of Promissory Note (Clause 1.1)


 


[Front of Promissory Note]


 


	
  Serial No:

  	
   

  
	
   

  	
   

  
	
  Issue Date:

  	
   

  
	
   

  	
   

  
	
  Maturity Date:

  	
   

  



 


 


Ecolab Finance Pty Limited


ACN[          ]


[          ]


[          ]


[          ]


Sydney NSW 2000


AUSTRALIA


 


promises to pay the bearer the sum of
                                                                                        
on the             
day
of                19            fixed
upon presentation and surrender of this Promissory Note.


 


This Promissory Note may have the benefit of a Deed of Guarantee and
Negative Pledge by Ecolab Inc.
dated          July 1998.


 


Payable at the offices of:
[               ]


 


at the following address:
[              ]


 


 


For and on behalf of Ecolab Finance Pty Limited


 


 


	
   

  	
   

  
	
  Authorised Officer or Attorney

  	
   

  



 


38

















 


[On reverse of Note]


 


The undersigned acknowledges
that this Promissory Note was surrendered for payment on and payment was
received in full.


 


 


For and on behalf of:


 


 


	
   

  
	
  Full Name

  
	
   

  
	
   

  
	
   

  
	
  Address

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Authorised Signatory

  
	
   

  
	
   

  
	
   

  
	
  Tax File Number (Optional)

  



 


39

















 


Schedule 5 - Form of Pricing Supplement (Clause 1.1)


 


PRICING
SUPPLEMENT


ECOLAB
FINANCE PTY LIMITED (ACN 082 979 655)


A$200,000,000 COMMERCIAL PAPER AND MEDIUM
TERM NOTE PROGRAMME


[INSERT AMOUNT AND DESCRIPTION OF ISSUE]


 


This Pricing Supplement is supplemental to and should be read together
with the Information Memorandum of Ecolab Finance Pty Limited (Issuer) dated
[                  ]
(including the documents incorporated by reference therein (Principal Information Memorandum) relating
to the $200,000,000 Commercial Paper and Medium Term Note Programme of the
Issuer. The Principal Information Memorandum shall be deemed to be incorporated
by reference into this Pricing Supplement.


 


The terms and conditions attaching to the [insert amount and description of issue] (Notes) are [as set out in the General Conditions of the Notes in the Principal
Information Memorandum and the Terms and Conditions of the Notes]
set out below. The section entitled “Important Notice” in the Principal
Information Memorandum applies to this Pricing Supplement as if set out in full
herein and is incorporated by reference in this Pricing Supplement. Without
limiting the above:


 


(1)                                  None of
Citisecurities Limited or any Dealer (as defined in the Principal Information
Memorandum) makes any express or implied representation or warranty, and does
not accept any responsibility for, the accuracy or completeness of any
information contained or referred to in this Pricing Supplement.


 


(2)                                  Investors should
conduct their own investigations and due diligence in respect to any
information contained or referred to in the Principal Information Memorandum or
this Pricing Supplement and, based upon such documents and information as the
investor shall deem appropriate, make its own decision as to whether or not to
invest in any of the Notes.


 


Copies of the Principal Information Memorandum and other documents
referred to therein are available for inspection as advised in the Principal Information
Memorandum.


 


40

















 


TERMS AND CONDITIONS OF THE NOTES


 


	
  Series

  	
  :

  	
   

  	
  [              ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Issue Date

  	
  :

  	
   

  	
  [              ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aggregate Principal
  Amount

  	
  :

  	
   

  	
  [              ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Issue Price

  	
  :

  	
   

  	
  [    ]% of Principal Amount]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Redemption

  	
  :

  	
   

  	
  [  ]% of Principal Amount payable on
  [              ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Interest Rate

  	
  :

  	
   

  	
  [              ]]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Interest Payment
  Dates

  	
  :

  	
   

  	
  [              ]]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Interest payments

  	
  :

  	
   

  	
  [              ]]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Interest Rate
  Adjustment

  	
  :

  	
   

  	
  [              ]]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Other Conditions

  	
  :

  	
   

  	
  [              ]]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Definitions

  	
  :

  	
   

  	
  For the purposes of the Notes:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [              ]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Insert other terms
  and conditions]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


41

















 


Executed as an agreement:


 


Issuer:


Signed for


Ecolab Finance Pty Limited


by its attorney in the presence of:


 


 


	
  /s/ Rachael Lewis

  	
   

  	
  /s/ Thomas
  Francis Meagher

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
  RACHAEL LEWIS

  Solicitor, A.C.T.

  	
   

  	
  THOMAS FRANCIS MEAGHER

  SOLICITOR

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  



 


Arranger:


Signed for


Citisecurities Limited


by its attorney in the presence of:


 


 


	
  /s/ Jamie Kelly

  	
   

  	
  /s/ Greg
  Batterham

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
  JAMIE KELLY

  LEGAL COUNSEL

  	
   

  	
  Greg Batterham

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  



 


 


Dealers:


Signed for


Citisecurities Limited


by its attorney in the presence of:


 


 


	
  /s/ Jamie Kelly

  	
   

  	
  /s/ Greg
  Batterham

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
  JAMIE KELLY

  LEGAL COUNSEL

  	
   

  	
  Greg Batterham

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  



 


42

















 


Signed for


Credit Suisse First Boston


Australia Securities Limited


by its attorney in the presence of:


 


 


	
  /s/ Tricia Haglund

  	
   

  	
  /s/ M. DIBELLA

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
  Tricia Haglund

  	
   

  	
  M. DIBELLA

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  



 


 


Signed for


Warburg Dillon Read Australia Limited


by its attorney in the presence of:


 


 


	
  /s/ Jamie Kelly

  	
   

  	
  /s/ Colin
  Roden

  	
   

  
	
  Witness

  	
   

  	
  Attorney

  	
   

  
	
  JAMIE KELLY

  LEGAL COUNSEL

  	
   

  	
  Colin Roden

  	
   

  
	
  Name (please print)

  	
   

  	
  Name (please print)

  	
   

  



 


43