Exhibit10.2

AMENDMENT NO. 3TOCREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as ofOctober 19, 2005 (this "Amendment"),is entered into among NALCO HOLDINGS LLC, a Delawarelimited liability company("Holdings"), NALCOCOMPANY, a Delaware corporation (the "U.S.Borrower") and CITICORP NORTH AMERICA,INC., a Delaware corporation, in its capacity as administrativeagent for the Lenders and as agent for the Secured Parties (in suchcapacity, the "Administrative Agent"),and amends the Credit Agreement dated as of November 4, 2003 (asamended 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 amongHoldings, the U.S. Borrower, the institutions from time to time partythereto as Lenders (the "Lenders"),the Administrative Agent, Bank of America, N.A., as DocumentationAgent, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc.,Goldman Sachs Credit Partners L.P. and UBS Securities LLC, asCo-Syndication Agents and Citigroup Global Markets Inc. Capitalizedterms used herein and not otherwise defined herein shall have themeanings 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 CreditAgreement to effect the changes described below;

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

Section 1.    Amendments to the Credit Agreement

(a)    Section 6.01(u) of the Credit Agreement is hereby amendedby adding the following proviso to the end of such clause:

"; provided that an aggregate amount of up to$25.0 million of such Indebtedness of Foreign Subsidiaries may besecured by a Lien on the Collateral under the Security Documents solong as the lender of such Indebtedness is at the time of incurrence aLender or an Affiliate of a Lender; provided furtherthat the U.S. Borrower shall deliver to the Administrative Agent aSchedule 6.01(u) to the Credit Agreement that identifies theamount of such Indebtedness and designates such Indebtedness asIndebtedness which shall be secured by a Lien on the Collateraltogether with a copy of the document governing suchIndebtedness."

(b)    Section 6.04 of the CreditAgreement is hereby amended by (i) deleting the"and" at the end of clause (t) thereof, (ii)replacing the "." at the end of clause (u)thereof with "; and" and (iii) adding thefollowing new clause (v):

"(v)    Investments asa result of the Company contributing (directly or indirectly) all ofthe Equity Interests owned by the Company on the Amendment No. 3Effective Date in the following subsidiaries to Nalco UniversalHoldings B.V., a Dutch holding company: (a) Nalco Gulf Limited, (b)Nalco Taiwan Co., Ltd., (c) Nalco Hellas, S.A. (Greece), (d) Nalco HongKong Limited, (e) Nalco Industrial Services (Thailand) Co., Ltd., (f)Nalco Anadolu Kimya Sanayii Ve Ticaret A.S. (Turkey), (g) Ondeo NalcoIndia Limited, (h) Nalco Industrial Services (Su Zhou) Co., Ltd., (i)Nalco Zao (Russia) and (j) Ondeo Nalco Saudi Co.,Ltd."

(c)    Section 9.19 of the Credit Agreementis hereby amended by adding the following new sentence at the endthereof:

"Upon written notice from the U.S.Borrower to the Administrative Agent of consummation of the transactioncontemplated by Section 6.04(v), the Collateral Agent shall release anddischarge any and all security interests and Liens granted to itpursuant to the Security Documents solely in respect 

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of the Equity Interests that are directly orindirectly contributed to Nalco Universal Holdings B.V. pursuant toSection 6.04(v) and the Administrative Agent shall take all stepsreasonably requested by U.S. Borrower to release any existing securityinterests and Liens in such Equity Interests."

Section 2.    Amendment to the U.S. Guarantee andCollateral Agreement

(a)    Clause (c) of the definition of"Obligations" in the U.S. Guarantee andCollateral Agreement is hereby amended by inserting"(i)" at the beginning of clause (c) thereofand inserting the following new clause (ii) at the end of clause(c):

"and (ii) the due and punctual payment andperformance of all obligations of Foreign Subsidiaries underIndebtedness incurred pursuant to committed and uncommitted workingcapital facilities (to the extent such Indebtedness is permitted underSection 6.01(u) of the Credit Agreement and is identified as ordinaryworking capital Indebtedness on Schedule 6.01(u) of the CreditAgreement (as modified from time to time) that will be secured by aLien on the Collateral or is Permitted Refinancing Indebtedness of anysuch identified Indebtedness that is incurred for working capitalpurposes in the ordinary course of business on ordinary business terms)that is with a counterparty that is a Lender or an Affiliate of aLender at the time of borrowing."

(b)    (i)Clause (d) of the definition of "SecuredParties" in the U.S. Guarantee and Collateral Agreement ishereby amended by inserting "or a ForeignSubsidiary" after the phrase "with a LoanParty" and before the phrase "the obligationsunder which constitute Obligations" and (ii) clause (e) ofthe definition of "Secured Parties" in theU.S. Guarantee and Collateral Agreement is hereby amended by inserting"or clause (d)" after the phrase"pursuant to clause (c)" and before thephrase "of the definition of such term".

Section 3.    Conditions Precedent to the Effectiveness ofthis Amendment

This Amendment shall become effective as of thedate first written above when, and only when, each of the followingconditions precedent shall have been satisfied or waived (the"Amendment No. 3 Effective Date") bythe Administrative Agent:

(a)    ExecutedCounterparts.    The Administrative Agent shall have receivedthis Amendment, duly executed by Holdings, the U.S. Borrower, theAdministrative Agent and the Required Lenders;

(b)    Corporate and Other Proceedings.    All corporateand other proceedings, and all documents, instruments and other legalmatters in connection with the transactions contemplated by thisAmendment shall be reasonably satisfactory in all respects to theAdministrative Agent; and

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

Section 4.    Representations and Warranties

On andas of the Amendment No. 3 Effective Date, after giving effect to thisAmendment, the U.S. Borrower hereby represents and warrants to theAdministrative Agent and each Lender as follows:

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

(b)    each of the representations and warrantiescontained in Article III (Representations and Warranties)of the Credit Agreement and each other Loan Document is true andcorrect in all material respects on and as of the Amendment No. 3Effective Date, as if made on and as of such date and except to theextent that such representations and warranties specifically relate toa specific date, in which case such representations and warrantiesshall be true and correct in all material respects as of such specificdate; provided, however, that references therein to the"Credit 

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Agreement" shall be deemed torefer to the Credit Agreement as amended hereby and after giving effectto the consents and waivers set forth herein; and

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

Section 5.    Fees and Expenses

The U.S. Borrowerand each other Loan Party agrees to pay on demand in accordance withthe terms of Section 9.05 (Costs and Expenses) of the CreditAgreement all reasonable out-of-pocket costs and expenses of theAdministrative Agent in connection with the preparation, reproduction,execution and delivery of this Amendment (including, withoutlimitation, the reasonable fees and out-of-pocket expenses of counselfor the Administrative Agent with respect thereto).

Section 6.    Reference to the Effect on the LoanDocuments

(a)    As of the Amendment No. 3 Effective Date,each reference in the Credit Agreement to "thisAgreement,""hereunder,""hereof,""herein," or words of like import, andeach 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 amendedhereby, and this Amendment and the Credit Agreement shall be readtogether and construed as a single instrument. Each of the table ofcontents and lists of Exhibits and Schedules of the Credit Agreementshall be amended to reflect the changes made in this Amendment as ofthe Amendment No. 3 Effective Date.

(b)    Except as expresslyamended hereby or specifically waived above, all of the terms andprovisions of the Credit Agreement and all other Loan Documents are andshall remain in full force and effect and are hereby ratified andconfirmed.

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

(d)    This Amendment is a LoanDocument.

Section 7.    Execution in Counterparts

This Amendment may be executed in any number of counterparts and bydifferent parties in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which takentogether shall constitute one and the same agreement. Signature pagesmay be detached from multiple separate counterparts and attached to asingle counterpart so that all signature pages are attached to the samedocument. Delivery of an executed counterpart by telecopy shall beeffective as delivery of a manually executed counterpart of thisAmendment.

Section 8.    Governing Law

ThisAmendment shall be governed by and construed in accordance with the lawof the State of New York.

Section 9.    SectionTitles

The section titles contained in this Amendment are andshall be without substantive meaning or content of any kind whatsoeverand are not a part of the agreement between the parties hereto, exceptwhen used to reference a section. Any reference to the number of aclause, sub-clause or subsection of any Loan Document immediatelyfollowed by a reference in parenthesis to the title of the section ofsuch Loan Document containing such clause, sub-clause or subsection isa reference to such clause, sub-clause or subsection and not to theentire section; provided, however, that, in case ofdirect conflict between the reference to the title and the reference tothe number of such section, the reference to the title shall governabsent manifest error. If any reference to the number of a section (butnot to any clause, sub-clause or subsection thereof) of any LoanDocument is followed 

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immediately by a reference in parenthesis tothe title of a section of any Loan Document, the title reference shallgovern in case of direct conflict absent manifest error.

Section 10.    Notices

All communications andnotices hereunder shall be given as provided in the CreditAgreement.

Section 11.    Severability

The factthat any term or provision of this Agreement is held invalid, illegalor unenforceable as to any person in any situation in any jurisdictionshall not affect the validity, enforceability or legality of theremaining terms or provisions hereof or the validity, enforceability orlegality of such offending term or provision in any other situation orjurisdiction or as applied to any person.

Section12.    Successors

The terms of this Amendment shall be bindingupon, and shall inure to the benefit of, the parties hereto and theirrespective successors and assigns.

Section13.    Waiver of Jury Trial

EACH OF THE PARTIES HERETOIRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITHRESPECT 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 theirrespective officers and general partners thereunto duly authorized, asof the date first written above.

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|--------|--|----------------------------------------------------------------------------------------------------|--|----------------------------|--|--|--|--|--|--|
|   |  | NALCOHOLDINGS LLC                                                                                  |
|   |  | By:                                                                                                |  | /s/ STEPHENN.LANDSMAN |
|   |  | Name:   StephenN. LandsmanTitle:   Vice President and GeneralCounsel |
|   |  | NALCOCOMPANY, as the U.S. Borrower                                                                 |
|   |  | By:                                                                                                |  | /s/ STEPHENN.LANDSMAN |
|   |  | Name:   StephenN. LandsmanTitle:   Vice President and GeneralCounsel |
|   |  | CITICORPNORTH AMERICA, INC.,as Administrative Agent andLender                                      |
|   |  | By:                                                                                                |  | /s/ JORONNEJETER      |
|   |  | Name:   JoronneJeterTitle:    VicePresident                     |
|        |

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