Exhibit10.2

AMENDMENT NO. 3TOCREDIT AGREEMENT

This AMENDMENT NO. 3 to CREDIT AGREEMENT,dated as of October 19, 2005 (this"Amendment"), is entered into amongNALCO HOLDINGS LLC, a Delaware limited 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 TN E S S E T H:

WHEREAS, the U.S. Borrower hasrequested that the Lenders amend the Credit Agreement to effect thechanges described below;

NOW, THEREFORE, inconsideration of the premises and for other good and valuableconsideration (the receipt and sufficiency of which is herebyacknowledged), 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 amended byadding 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 and CollateralAgreement

(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 "Secured Parties" in theU.S. Guarantee and Collateral Agreement is hereby amended by inserting"or a Foreign Subsidiary" after the phrase"with a Loan Party" and before the phrase"the obligations under which constituteObligations" and (ii) clause (e) of the definition of"Secured Parties" in the U.S. Guarantee andCollateral Agreement is hereby amended by inserting "orclause (d)" after the phrase "pursuant toclause (c)" and before the phrase "of thedefinition of such term".

Section 3.Conditions Precedent to the Effectiveness of this Amendment

ThisAmendment shall become effective as of the date first written abovewhen, and only when, each of the following conditions precedent shallhave been satisfied or waived (the "Amendment No. 3Effective Date") by the Administrative Agent:

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

(b)    Corporate and Other Proceedings. All corporate andother 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 or Eventof Default shall have occurred and be continuing.

Section4. Representations and Warranties

On and as of the Amendment No.3 Effective Date, after giving effect to this Amendment, the U.S.Borrower hereby represents and warrants to the Administrative Agent andeach Lender as follows:

(a)    this Amendment has been dulyauthorized, executed and delivered by the U.S. Borrower and Holdingsand constitutes 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 warranties contained inArticle III (Representations and Warranties) of theCredit Agreement and each other Loan Document is true and correct inall material respects on and as of the Amendment No. 3 Effective Date,as if made on and as of such date and except to the extent that suchrepresentations and warranties specifically relate to a specific date,in which case such representations and warranties shall be true andcorrect in all material respects as of such specific date;provided, however, that references therein to the"Credit Agreement" 

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shall be deemed to refer to the CreditAgreement as amended hereby and after giving effect to the consents andwaivers set forth herein; and

(c)    no Default or Event ofDefault has occurred and is continuing (except for those that arewaived).

Section 5. Fees and Expenses

The U.S.Borrower and each other Loan Party agrees to pay on demand inaccordance with the terms of Section 9.05 (Costs and Expenses)of the Credit Agreement all reasonable out-of-pocket costs andexpenses of the Administrative Agent in connection with thepreparation, reproduction, execution and delivery of this Amendment(including, without limitation, the reasonable fees and out-of-pocketexpenses of counsel for the Administrative Agent with respectthereto).

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. Section Titles

The section titles contained in this Amendment are and shall bewithout substantive meaning or content of any kind whatsoever and arenot a part of the agreement between the parties hereto, except whenused to reference a section. Any reference to the number of a clause,sub-clause or subsection of any Loan Document immediately followed by areference in parenthesis to the title of the section of such LoanDocument containing such clause, sub-clause or subsection is areference 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 and noticeshereunder shall be given as provided in the Credit Agreement.

Section 11. Severability

The fact that any term orprovision of this Agreement is held invalid, illegal or unenforceableas to any person in any situation in any jurisdiction shall not affectthe validity, enforceability or legality of the remaining terms orprovisions hereof or the validity, enforceability or legality of suchoffending term or provision in any other situation or jurisdiction oras applied to any person.

Section 12. Successors

The terms of this Amendment shall be binding upon, and shall inureto the benefit of, the parties hereto and their respective successorsand assigns.

Section 13. Waiver of Jury Trial

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURYIN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHERLOAN DOCUMENT.

[SIGNATURE PAGESFOLLOW]

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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.

NALCO HOLDINGSLLC

By:    /s/STEPHEN N.LANDSMAN

Name: Stephen N.Landsman

Title:    Vice President and GeneralCounsel

NALCO COMPANY, as theU.S. Borrower

By:    /s/STEPHEN N.LANDSMAN

Name: Stephen N.Landsman

Title:    Vice President and GeneralCounsel

Citicorp North America, Inc.,

as Administrative Agent and Lender

By:    /s/JORONNEJETER

Name: JoronneJeter

Title:    VicePresident

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