AMENDMENT NO. 5
	 

	 
		TO
	 

	 
		CREDIT AGREEMENT
	 

	 
		This AMENDMENT NO.
		5 to CREDIT AGREEMENT,
		dated as of December 15, 2006 (this
		“Amendment”),
		is entered into among NALCO
		HOLDINGS LLC,
		a Delaware limited liability company
		(“Holdings”), NALCO COMPANY, a Delaware corporation (the “U.S. Borrower”) and CITICORP NORTH
		AMERICA, INC., a Delaware
		corporation, in its capacity as administrative agent for the Lenders and as
		agent for the Secured Parties (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of
		November 4, 2003 (as amended to the date hereof and as the same may be further
		amended, supplemented or otherwise modified from time to time, the
		“Credit Agreement”) entered into among Holdings, the U.S. Borrower,
		the institutions from time to time party thereto as Lenders (the
		“Lenders”), the Administrative Agent, Bank of America,
		N.A., as Documentation Agent, and Deutsche Bank Securities Inc., J.P. Morgan
		Securities Inc., Goldman Sachs Credit Partners L.P. and UBS Securities LLC, as
		Co-Syndication Agents and Citigroup Global Markets Inc. Capitalized terms used
		herein and not otherwise defined herein shall have the meanings ascribed to
		them in the Credit Agreement.
	 

	 
		W I T N E S S E T H:
	 

	 
		WHEREAS, the U.S. Borrower has requested that the Lenders amend
		the Credit Agreement to effect the changes described below; 
	 

	 
		NOW, THEREFORE, in consideration
		of the premises and for other good and valuable consideration (the receipt and
		sufficiency of which is hereby acknowledged), the parties hereto hereby agree
		as follows:
	 

	 
			
				
				   
				

			 	
				
				  
 Section 1.
				

			 	
				
				  
 Amendments to the Credit
				  Agreement
				

			 

 

	 
			
				
				   
				

			 	
				
				  
 (a)
				

			 	
				
				  
 The following definitions are
				  added to Section 1.01 of the Credit Agreement:
				

			 

 

	 
		“Amendment No. 3 Effective Date”
		means October 19, 2005, the date of effectiveness of Amendment No. 3 to this
		Agreement in accordance with the terms thereof.
	 

	 
		“Amendment No. 5 Effective Date”
		means December 15, 2006, the date of effectiveness of Amendment No. 5 to this
		Agreement in accordance with the terms thereof.
	 

	 
		“Cumulative Restricted Payment
		Amount” means, at any date, the excess of (i) the sum of (A) 50% of the
		Consolidated Net Income (as defined in the Senior Note Indenture as in effect
		on the Amendment No. 5 Effective Date for the purposes of this definition) of
		Holdings for the period from October 3, 2003, through the end of the most
		recently completed fiscal quarter for which financial statements have been
		delivered pursuant to Section 5.04, 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		taken as one accounting period, plus
		(B) the net proceeds from the issuance or sale by Holdings of any Equity
		Interests during the period from October 3, 2003, through such date (other than
		(x) Equity Interests that would be excluded from the calculation set forth in
		Section 4.04(3)(B) of the Senior Notes Indenture as in effect on the Amendment
		No. 5 Effective Date and (y) any proceeds received as a result of the exercise
		of the Cure Right), minus (ii) the aggregate amount of all Investments
		made pursuant to Section 6.04(n) since the Closing Date.”
	 

	 
		“NDC” shall have the meaning
		assigned to such term in Section 6.04(x).
	 

	 
		“Newco LLC” shall have the meaning
		assigned to such term in Section 6.04(v)(ii).
	 

	 
		“NUH” shall have the meaning
		assigned to such term in Section 6.04(v)(i).
	 

	 
		“NWWH” shall have the meaning
		assigned to such term in Section 6.04(v)(ii).
	 

	 
		(b)     Section
		6.04(v) of the Credit Agreement is hereby amended to read in its entirety
		as follows:
	 

	 
		“(v)     Investments as a
		result of:
	 

	  

	 
		(i)    the U.S. Borrower
		contributing (directly or indirectly) all of the Equity Interests owned by the
		U.S. Borrower on the Amendment No. 3 Effective Date in the following
		subsidiaries to Nalco Universal Holdings B.V. (“NUH”), a
		Dutch holding company: (A) Nalco Gulf Limited; (B) Nalco Taiwan Co., Ltd.; (C)
		Nalco Hellas, S.A. (Greece); (D) Nalco Hong Kong Limited; (E) Nalco Industrial
		Services (Thailand) Co., Ltd.; (F) Nalco Anadolu Kimya Sanayii Ve Ticaret A.S.
		(Turkey); (G) Ondeo Nalco India Limited; (H) Nalco Industrial Services (Su
		Zhou) Co., Ltd.; (I) Nalco Zao (Russia); and (J) Ondeo Nalco Saudi Co., Ltd.;
		and
	 

	 
		(ii)   the U.S. Borrower and
		Nalco Worldwide Holdings L.L.C. (“NWWH”)
		contributing (directly or indirectly) all of the Equity Interests owned by them
		on the Amendment No. 5 Effective Date in the following subsidiaries to NUH: (A)
		Deryshares B.V.; (B) Nalco Polska Sp. z o.o.; (C) Nalco Egypt, Ltd.; (D) Nalco
		Hungary K.F.T.; (E) Nalco Holding S.L.; (F) Nalco Czechia SRO; (G) Nalco
		Philippines, Inc.; (H) Nalco Industrial Services Malaysia Sdn Bhd; (I) Nalco
		Pakistan Ltd.; (J) Nalco Energy Services Nigeria Ltd.; (K) Nalco Energy
		Services Equatorial Guinea L.L.C.; (L) Nalfloc Limited; (M) ONES West Africa
		L.L.C.; (N) Nalco Energy Services Middle East Holdings, Inc.; (O) Nalco ZAO
		(Russia), (P) Nalco Hellas, S.A. (Greece); (Q) Nalco Hong Kong Limited; Nalco
		Industrial Services (Thailand) Co., Ltd; and (R) Nalco Anadolu Kimya Sanayii Ve
		Ticaret A.S. (Turkey); and the U.S. Borrower shall be permitted to effect the
		contribution described in the foregoing clause (E) by first contributing such
		Equity Interests to a newly formed Delaware limited liability company
		(“Newco LLC”) and then contributing all of the Equity Interest
		in Newco LLC to NUH; and
	 

	 
		 
	 

	 
		 
	 

	 
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		(iii) Nalco Global Holdings LLC and
		Nalco International Holdings LLC contributing (directly or indirectly) all of
		the Equity Interests owned by them on the Amendment No. 5 Effective Date in
		Nalco Industrial Services (Thailand) Co. Ltd and Nalco Anadolu Kimya Sanayii Ve
		Ticaret A.S. (Turkey) to NUH.”
	 

	 
		(c) Section 6.04 of
		the Credit Agreement is hereby amended by adding the following new clauses (w)
		and (x):
	 

	 
		“(w)       Investments
		by NUH in the Equity Interests of NWWH resulting directly from the transfer by
		the U.S. Borrower of all of the Equity Interests that it owns in NWWH on the
		Amendment No. 5 Effective Date to NUH on or about the Amendment No. 5 Effective
		Date; provided that such Investment shall be permitted only after the
		transaction contemplated Section
		6.04(x) has been consummated;
		and
	 

	 
		(x)         Investments
		by the U.S. Borrower in the Equity Interests of NDC L.L.C.
		(“NDC”) resulting directly from the transfer by NWWH of
		all of the Equity Interests that it owns in NDC on the Amendment no. 5
		Effective Date to the U.S. Borrower.” 
	 

	 
		(d)         Section 6.08(a)(i) of the Credit Agreement is hereby amended by the
		addition of the following text to the end of such Section (but before the final
		“, or”): “(it being understood that to the extent any Loan Party
		becomes a lessor pursuant to a Sale-and Leaseback Transaction that complies
		with Section 6.03, acting in such capacity shall be deemed to be within
		the meaning of the phrase “incidental or related”)”. 
	 

	 
		(e)          Section 6.01(u)
		of the Credit Agreement is hereby amended to read in its entirety as
		follows:
	 

	 
		“(u)        Indebtedness
		of Foreign Subsidiaries for working capital, fixed asset or other investment
		purposes in an aggregate amount not to exceed $75 million outstanding at any
		time; provided that an aggregate amount of up to $75 million of such
		Indebtedness of Foreign Subsidiaries may be secured by a Lien on the Collateral
		under the Security Documents so long as the lender of such Indebtedness is at
		the time of incurrence a Lender or an Affiliate of a Lender; provided further
		that the U.S. Borrower shall deliver to the Administrative Agent a
		Schedule 6.01(u) to the Credit Agreement that identifies the amount of
		such Indebtedness and designates such Indebtedness as Indebtedness which shall
		be secured by a Lien on the Collateral together with a copy of the document
		governing such Indebtedness.”
	 

	 
			
				
				   
				

			 	
				
				  (f)
				

			 	
				
				  To emphasize the original intent of
				  the parties, the proviso to Section
				  6.04(b)(iii) of the Credit Agreement is
				  hereby amended to read in its entirety as follows: “provided that
				  the sum of (A) Investments (valued at the time of the making thereof and
				  without giving effect to any write-downs or write-offs thereof) after the
				  Closing Date by the Loan Parties pursuant to clause (i) in Subsidiaries that
				  are not Domestic Subsidiary Loan Parties, plus (B)
				  intercompany loans from the Loan Parties after
				

			 

 

	 
		 
	 

	 
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		the Closing Date to Subsidiaries that are
		not Domestic Subsidiary Loan Parties pursuant to clause (ii), plus (C)
		Guarantees by the Loan Parties after the Closing Date of Indebtedness of
		Subsidiaries that are not Domestic Subsidiary Loan Parties pursuant to clause
		(iii), shall not exceed an aggregate amount equal to (x) $175.0 million
		(plus any return of capital actually received by the
		respective investors in respect of investments theretofore made by them
		pursuant to this paragraph b(i)), plus (y) the
		portion, if any, of the Available Investment Basket Amount on the date of such
		election that Holdings elects to apply to this Section 6.04(b)”.
	 

	 
		(g)         Section 6.06 of
		the Credit Agreement is hereby amended by deleting the word “and”
		from the end of clause (d), replacing the “.” at the end of clause
		(e) with “; and” and adding the following clauses (f), (g), (h) and
		(i):
	 

	 
		“(f)        So
		long as no default, or Event of Default, has occurred and is continuing or
		would result therefrom and Holdings and the Subsidiaries shall be in compliance
		on a Pro Forma Basis after giving effect to such dividend or distribution with
		the covenants contained in Section
		6.11 and 6.12, Holdings
		may declare and pay dividends or other distributions to holders of its Equity
		Interests in an aggregate amount not to exceed the Cumulative Restricted
		Payment Amount, and the U.S. Borrower may distribute equal amounts to Holdings
		for such purpose;
	 

	 
		(g)         So
		long as no default, or Event of Default, has occurred and is continuing or
		would result therefrom and Holdings and the Subsidiaries shall be in compliance
		on a Pro Forma Basis after giving effect to such dividend or distribution with
		the covenants contained in Section
		6.11 and 6.12, Holdings
		may declare and pay dividends on Holdings’ common stock (or the payment of
		dividends to any direct or indirect parent of Holdings, to fund the payment by
		any such direct or indirect parent of dividends on such entity’s common
		stock) of up to 6.0% per annum of the net proceeds received by Holdings from
		any public offering of common stock or contributed to Holdings by any direct or
		indirect parent of Holdings from any public offering of common stock; and the
		U.S. Borrower may distribute equal amounts to Holdings for such purpose;
		
	 

	 
		(h)         So
		long as no default, or Event of Default, has occurred and is continuing or
		would result therefrom and Holdings and the Subsidiaries shall be in compliance
		on a Pro Forma Basis after giving effect to such dividend or distribution with
		the covenants contained in Section
		6.11 and 6.12, Holdings
		may declare and pay additional dividends or other distributions to holders of
		its Equity Interests in an aggregate amount not to exceed $50.0 million, and
		the U.S. Borrower may distribute equal amounts to Holdings for such purpose;
		and
	 

	 
		(i)        Holdings
		may make any dividend or distribution within 60 days after the declaration
		thereof if, at the date of declaration, such payment would have complied with
		this Section 6.06 (it being understood that any such dividend shall be
		applied against the
	 

	 
		 
	 

	 
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		applicable clause pursuant to which it would
		have been permitted for purposes of calculating future availability
		thereunder).
	 

	 
		(h)         Effective
		as of the Amendment No. 5 Effective Date, (w) NWWH is hereby released from its
		Guarantee and its obligations thereunder are hereby terminated; (x) the Liens
		on and security interests in the assets and properties of NWWH created by or
		existing pursuant to the Security Documents (and any other Loan Documents) are
		hereby released; (y) the Liens on and security interests in the Equity
		Interests of NWWH created by or existing pursuant to the Security Documents
		(and any other Loan Documents) are hereby released; and (z) NWWH shall no
		longer be a Loan Party.
	 

	 
		Section 2. Agreements of the Loan
		Parties
	 

	 
		(a) Holdings and U.S. Borrower hereby
		acknowledge that, after giving effect to the transactions contemplated by
		Section 1 above, Newco LLC will be a Domestic Subsidiary Loan
		Party. Holdings and U.S. Borrower agree to cause Newco LLC to fulfill the
		requirements of clause (e) of the Collateral and Guarantee Requirement not
		later than the Amendment No. 5 Effective Date. 
	 

	 
		Section 3. Conditions Precedent to the
		Effectiveness of this Amendment
	 

	 
		This Amendment shall become effective as of
		the date first written above when, and only when, each of the following
		conditions precedent shall have been satisfied or waived (the
		“Amendment No. 5 Effective
		Date”) by the Administrative
		Agent:
	 

	 
		(a) Executed Counterparts. The Administrative Agent shall have received this
		Amendment, duly executed by Holdings, the U.S. Borrower, the Administrative
		Agent and the Required Lenders;
	 

	 
		(b)
		Collateral and Guarantee Requirement.
		Holdings and U.S. Borrower shall have caused Newco LLC to fulfill the
		Collateral and Guarantee Requirement as set forth in Section 2
		above.
	 

	 
		(c) Corporate and Other Proceedings. All corporate and other proceedings, and all
		documents, instruments and other legal matters in connection with the
		transactions contemplated by this Amendment shall be reasonably satisfactory in
		all respects to the Administrative Agent; and
	 

	 
		(d) No Default or Event of Default. After giving effect to this Amendment, no Default or
		Event of Default shall have occurred and be continuing. 
	 

	 
		 
	 

	 
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		(e) Fees. U.S.
		Borrower shall have paid all reasonable out-of-pocket costs and expenses of the
		Administrative Agent pursuant to Section
		5 below and Section 9.05 of
		the Credit Agreement, to the extent so demanded by the Administrative Agent on
		or prior to the date hereof (without limitation or prejudice to the right of
		the Administrative Agent to make any future demand).
	 

	 
		Section 4. Representations and
		Warranties
	 

	 
		On and as of the Amendment No. 5 Effective
		Date, after giving effect to this Amendment, the U.S. Borrower hereby
		represents and warrants to the Administrative Agent and each Lender as
		follows:
	 

	 
		(a) this Amendment has been duly authorized,
		executed and delivered by the U.S. Borrower and Holdings and constitutes the
		legal, valid and binding obligations of the U.S. Borrower and Holdings
		enforceable against the U.S. Borrower and Holdings in accordance with its terms
		and the Credit Agreement as amended by this Amendment and constitutes the
		legal, valid and binding obligation of the U.S. Borrower and Holdings
		enforceable against the U.S. Borrower and Holdings in accordance with its
		terms;
	 

	 
		(b) each of the representations and
		warranties contained in Article
		III (Representations and Warranties) of the Credit Agreement and each other Loan Document is
		true and correct in all material respects on and as of the Amendment No. 5
		Effective Date, as if made on and as of such date and except to the extent that
		such representations and warranties specifically relate to a specific date, in
		which case such representations and warranties shall be true and correct in all
		material respects as of such specific date; provided,
		however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement
		as amended hereby and after giving effect to the consents and waivers set forth
		herein; and
	 

	 
		(c) no Default or Event of Default has
		occurred and is continuing (except for those that are waived).
	 

	 
		Section 5. Fees and
		Expenses
	 

	 
		The U.S. Borrower and each other Loan Party
		agrees to pay on demand in accordance with the terms of Section
		9.05 (Costs and Expenses) of the Credit
		Agreement all reasonable out-of-pocket costs and expenses of the Administrative
		Agent in connection with the preparation, reproduction, execution and delivery
		of this Amendment (including, without
	 

	 
		 
	 

	 
		 
	 

	 
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		limitation, the reasonable fees and
		out-of-pocket expenses of counsel for the Administrative Agent with respect
		thereto).
	 

	 
		Section 6. Reference to the Effect on
		the Loan Documents
	 

	 
		(a) As of the Amendment No. 5 Effective
		Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
		“hereof,” “herein,” or
		words of like import, and each reference in the other Loan Documents to the
		Credit Agreement (including, without limitation, by means of words like
		“thereunder”, “thereof”
		and words of like import), shall mean and be a reference to the Credit
		Agreement, as amended hereby, and this Amendment and the Credit Agreement shall
		be read together and construed as a single instrument. Each of the table of
		contents and lists of Exhibits and Schedules of the Credit Agreement shall be
		amended to reflect the changes made in this Amendment as of the Amendment No. 5
		Effective Date.
	 

	 
		(b) Except as expressly amended hereby or
		specifically waived above, all of the terms and provisions of the Credit
		Agreement and all other Loan Documents are and shall remain in full force and
		effect and are hereby ratified and confirmed.
	 

	 
		(c) The execution, delivery and
		effectiveness of this Amendment shall not, except as expressly provided herein,
		operate as a waiver of any right, power or remedy of the Lenders, the U.S.
		Borrower, Lead Arranger or the Administrative Agent under any of the Loan
		Documents, nor constitute a waiver or amendment of any other provision of any
		of the Loan Documents or for any purpose except as expressly set forth
		herein.
	 

	 
		(d) This Amendment is a Loan
		Document.
	 

	 
		Section 7. Execution in
		Counterparts
	 

	 
		This Amendment may be executed in any number
		of counterparts and by different parties in separate counterparts, each of
		which when so executed shall be deemed to be an original and all of which taken
		together shall constitute one and the same agreement. Signature pages may be
		detached from multiple separate counterparts and attached to a single
		counterpart so that all signature pages are attached to the same document.
		Delivery of an executed counterpart by telecopy shall be effective as delivery
		of a manually executed counterpart of this Amendment.
	 

	 
		 
	 

	 
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		Section 8. Governing
		Law
	 

	 
		This Amendment shall be governed by and
		construed in accordance with the law of the State of New York.
	 

	 
		Section 9. Section
		Titles
	 

	 
		The section titles contained in this
		Amendment are and shall be without substantive meaning or content of any kind
		whatsoever and are not a part of the agreement between the parties hereto,
		except when used to reference a section. Any reference to the number of a
		clause, sub-clause or subsection of any Loan Document immediately followed by a
		reference in parenthesis to the title of the section of such Loan Document
		containing such clause, sub-clause or subsection is a reference to such clause,
		sub-clause or subsection and not to the entire section; provided,
		however, that, in case of direct conflict between the reference
		to the title and the reference to the number of such section, the reference to
		the title shall govern absent manifest error. If any reference to the number of
		a section (but not to any clause, sub-clause or subsection thereof) of any Loan
		Document is followed immediately by a reference in parenthesis to the title of
		a section of any Loan Document, the title reference shall govern in case of
		direct conflict absent manifest error.
	 

	 
		Section 10. Notices
	 

	 
		All communications and notices hereunder
		shall be given as provided in the Credit Agreement.
	 

	 
		Section 11.
		Severability
	 

	 
		The fact that any term or provision of this
		Agreement is held invalid, illegal or unenforceable as to any person in any
		situation in any jurisdiction shall not affect the validity, enforceability or
		legality of the remaining terms or provisions hereof or the validity,
		enforceability or legality of such offending term or provision in any other
		situation or jurisdiction or as applied to any person.
	 

	 
		Section 12. Successors
	 

	 
		The terms of this Amendment shall be binding
		upon, and shall inure to the benefit of, the parties hereto and their
		respective successors and assigns.
	 

	 
		Section 13. Waiver of Jury
		Trial
	 

	 
		EACH OF THE PARTIES
		HERETO IRREVOCABLY WAIVES
		TRIAL BY JURY IN
		ANY ACTION OR
		PROCEEDING WITH RESPECT
		TO THIS AMENDMENT
		OR ANY OTHER LOAN
		DOCUMENT.
	 

	 
		[SIGNATURE PAGES FOLLOW]
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
		executed by their respective officers and general partners thereunto duly
		authorized, as of the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  NALCO HOLDINGS LLC
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /S/ Bradley J. Bell
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bradley J. Bell
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:   Executive
				  Vice President
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  NALCO COMPANY, as the U.S. Borrower
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /S/ Bradley J. Bell
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bradley J. Bell
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:   Executive
				  Vice President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Nalco Company Credit Agreement
	 

	 
		Amendment No. 5
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CITICORP NORTH AMERICA,
				  INC.,
 as Administrative Agent and Lender
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /S/ Daniel Gouger
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Daniel Gouger
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:   Vice
				  President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Nalco Company Credit Agreement
	 

	 
		Amendment No. 5