Kimberly Clark Worldwide Inc 12/28/2005

EXHIBIT "D" PROMISSORY NOTE $7,892,000.00 Everett, Washington December , 2005 FOR VALUE RECEIVED,the undersigned,CITY OF EVERETT,WASHINGTON, a municipality organized under the laws of the State of Washington(herein the"Maker"), promises to pay in legal tender of the United States of America to KIMBERLY-CLARK WORLDWIDE, INC.,a Delaware corporation,or order(herein the"Noteholder"), the principal sum of SEVEN MILLION EIGHT HUNDRED NINETY-TWO THOUSAND DOLLARS($7,892,000.00) with interest on the unpaid principal balance from the date of this Note until paid at the rate of 5.45 percent(5.45%) per annum. Principal and interest shall be payable at P.O. Box 601004, Los Angeles, California 90060-1004 or such other place as the Noteholder may designate in writing. Payments shall be made in eighty-nine (89) consecutive equal monthly installments of principal and interest beginning with the January,2006 billing date of the Noteholder's monthly billing for process industrial water, as provided below. Such monthly installments shall continue until the entire indebtedness evidenced by this Note is fully paid. As provided in the Agreement of Purchase and Sale entered into between the Maker and Noteholder,the foregoing monthly payments shall be One Hundred Eight Thousand Five Hundred Dollars($108,500.00)("Monthly Note Payment"). Maker may choose to make such payments either in cash or by crediting the Monthly Note Payment amount against the amount Noteholder would otherwise pay to Maker for its monthly process industrial water billing for the water used by the Noteholder at its Everett Mill. Maker will notify Noteholder of its initial choice of option by January 31, 2006. Maker may subsequently change its option to be effective in any subsequent calendar year, provided that Maker gives Noteholder written notice of the change in option choice on or before October 1 of the previous year. If Maker chooses to credit the Monthly Note Payment amount against Noteholder's monthly process industrial water billing for water used at its Everett Mill, the Monthly Payment Amount shall be applied toward repayment of the Note on each month that option is in effect,with such credit being first applied towards all unpaid and accrued interest on the Note and then toward principal reduction. To the extent this fixed monthly credit has not fully repaid all unpaid and accrued interest and principal on the Note on the maturity date of the Note, Maker shall pay such unpaid and accrued interest and remaining principal balance in full on such date. Provided further, that in the event during the term of the Note,the Noteholder's monthly billing for process industrial water used by the Noteholder at its Everett Mill falls, for any reason, below the Monthly Payment Amount, then for any such months the Maker shall pay cash on the Note for that month the shortfall difference between the Monthly Payment Amount and the actual monthly billing amount. Provided,further,that in the event during the term of the Note,the Noteholder permanently ceases utilization of process water supply to its Everett Mill from the Maker, then Maker shall pay the then balance due on the Note,plus interest,within twelve(12)months from this cessation of utilization of water supply,even if this twelve(12)months extends beyond the stated maturity date of the Note. The schedule amortization of this Note is attached hereto as Schedule 1 and incorporated herein by this reference. If any monthly installment under this Note is not paid when due, upon ten (10) days written notice by Noteholder, the entire principal amount outstanding and accrued interest thereon shall at once become due and payable at the option of the Noteholder. The Noteholder may exercise this option to accelerate during any default by Maker regardless of any prior forbearance. After maturity,acceleration or failure to make any payment under this Note, any unpaid principal, shall upon fifteen(15)days'written notice by Noteholder,accrue interest from that time at the rate of twelve percent (12%) per annum until the full balance of this Note, both principal and interest, shall have been fully paid. If the Maker defaults, the Noteholder shall be entitled to collect all reasonable costs and expenses of collection, including but not limited to reasonable attorney's fees and litigation-related expenses, regardless of whether or not a lawsuit is commenced, and including such fees,costs and expenses which may be incurred at trial, on appeal, or for protecting the interests of the Noteholder on account of bankruptcy or reorganization proceedings,voluntary or involuntary, in which the Maker is a debtor. Venue and jurisdiction for any action on this Note shall be exclusively in Snohomish County Superior Court, State of Washington. - 1 -