Amendment No. 7 dated as of November 25, 2009 to the Credit Agreement



 Exhibit 10.2 
 AMENDMENT NO. 7 
 TO 
 CREDIT AGREEMENT 
 This AMENDMENT NO. 7 to CREDIT AGREEMENT, dated as of November 25, 2009 (this “Amendment”), is entered into among NALCO HOLDINGS
LLC, a Delaware limited liability company (“Holdings”), NALCO COMPANY, a Delaware corporation (the “U.S. Borrower”), each other Loan Party and CITICORP
NORTH AMERICA, INC., 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, and the other financial institutions party thereto. 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 in proper alphabetical order: 
 ““Amendment No. 7 Effective
Date” shall mean November 25, 2009, the date of effectiveness of Amendment No. 7 to this Agreement in accordance with the terms thereof.” 
 ““New Term Loans” shall have the meaning assigned to such term in the 2009 Credit Facility.” 
 (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of 2009 Term Loan Amount and replacing it its entirety with the following: 
 ““2009 Term Loan Amount” shall mean (a) the $750.0 million in principal amount of term loans borrowed by the U.S.
Borrower on the Amendment No. 6 Effective Date under the 2009 Credit Facility and (b) up to $300.0 million of New Term Loans borrowed by the U.S. Borrower under the 2009 Credit Facility following the Amendment No. 7 Effective Date to
repay the Senior Notes.”; 







 (c) Section 6.04(l) of the Credit Agreement is hereby amended by replacing the
occurrence of “100.0” with “150.0”; and 
 (d) Section 6.09(b)(i) of the Credit Agreement is
hereby amended by amending and restating the third parenthetical of such Section in its entirety as follows: “(except for (1) Refinancing permitted by Section 6.01(l), (2) repayments, repurchases and redemptions of the Senior
Notes with the net cash proceeds of the 2009 Term Loan Amount provided for in Section 6.01(v) and (3) payments in respect of the Senior Notes within 180 days of the Amendment No. 7 Effective Date with up to $200.0 million of cash from
the U.S. Borrower)”. 
 Section 2. Pari Passu Intercreditor Agreement. It is understood and agreed that
the up to $300.0 million of New Term Loans to be incurred under the 2009 Credit Facility as contemplated by Section 6.01(v) (as amended hereby) shall constitute “2009 Obligations” under the Pari Passu Intercreditor Agreement and that
the New Term Lenders (as such term is defined in the 2009 Facility) of such New Term Loans shall constitute “2009 Lenders” for purposes of the Pari Passu Intercreditor Agreement. 
 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 (the “Amendment No. 7 Effective Date”): 
 (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) 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; 
 (c) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing; 
 (d) Fees and Expenses. The U.S. Borrower shall have paid (i) to the
Administrative Agent for the account of each Lender that has returned an executed signature page to this Amendment to the Administrative Agent at or prior to 12:00 noon, New York City time on November 24, 2009 (the “Consent
Deadline”) equal to 0.075% of the Term Loans, if any, of such Lender at the Consent Deadline and (ii) the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP as counsel to the Agents in connection
with this Amendment, and (iii) fees to and the reasonable out-of-pocket expenses of Banc of America Securities LLC as lead arranger (the “Lead Arranger”) of this Amendment, including, without limitation, the reasonable fees and
expenses of Cahill Gordon & Reindel LLP as counsel to the Lead Arranger. 
  

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 Section 4. Representations and Warranties 
 On and as of the Amendment No. 7 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. 7 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. 
 Section 5. Affirmation of Obligations. 
 The undersigned hereby (i) expressly acknowledges the terms of this Amendment, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements)
executed by the undersigned and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect. 
 Section 6. 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 limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto). 
 Section 7. Reference to the Effect on the Loan Documents

 (a) As of the Amendment No. 7 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 
  

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 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. 7 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 8. 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. 
 Section 9. Governing Law 
 This Amendment shall be construed in accordance with and governed by the laws of the State of New York. 
 Section 10. 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. 
  

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 Section 11. Notices 
 All communications and notices hereunder shall be given as provided in the Credit Agreement. 
 Section 12. 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 13. 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 14. 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/ Stephen N. Landsman
		 	 Name:
	 	Stephen N. Landsman
		 	 Title:
	 	Vice President
	
	NALCO COMPANY, as the U.S. Borrower
		
	By:	 	/s/ Stephen N. Landsman
		 	Name:	 	 Stephen N. Landsman

		 	 Title:
	 	 Vice President



 Amendment No. 7 to Credit Agreement 








					
	OTHER LOAN PARTIES: 
	
	ADX CORP.
		
	By:	 	/s/ K. Thomas Kodiak
		 	Name:	 	K. Thomas Kodiak
		 	Title:	 	President
	
	 CALGON LLC

	NALCO CROSSBOW WATER LLC
	NALCO DELAWARE COMPANY
		
	By:	 	/s/ Stephen N. Landsman
		 	Name:	 	 Stephen N. Landsman

		 	Title:	 	 Vice President and Secretary



  

					
	 MOBOTEC AB, INC.
 NALCO INDUSTRIAL OUTSOURCING
COMPANY
 NALCO ONE SOURCE LLC
 NALCO PWS, INC.
 NALCO RESOURCES INVESTMENT
COMPANY
 NALCO LEASING CORPORATION
 NALTECH, INC.
 NALCO COMPANY LLC
 NALCO ENERGY SERVICES MIDDLE EAST
HOLDINGS, INC.
 NALCO ENERGY SERVICES EQUATORIAL
GUINEA LLC
 ONES WEST AFRICA LLC
 VISCO PRODUCTS COMPANY

		
	By:	 	/s/ Stephen N. Landsman
		 	Name:	 	 Stephen N. Landsman

		 	 Title:
	 	 Vice President



 Amendment No. 7 to Credit Agreement 








					
	 NALCO IP HOLDER LLC

		
	By:	 	/s/ Stephen N. Landsman
		 	Name:	 	 Stephen N. Landsman

		 	Title:	 	 Manager and Secretary



  

					
	 NALCO TWO, INC.

		
	By:	 	/s/ Stephen N. Landsman
		 	Name:	 	 Stephen N. Landsman

		 	Title:	 	 Secretary



  

					
	 NALCO GLOBAL HOLDINGS LLC

	NALCO INTERNATIONAL HOLDINGS LLC
		
	By:	 	/s/ Michael Murphy
		 	Name:	 	 Michael Murphy

		 	Title:	 	 Manager



 Amendment No. 7 to Credit Agreement 








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

		
	By:	 	/s/ Joronne Jeter
		 	Name: Joronne Jeter
		 	Title:   Vice President


 Amendment No. 7 to Credit Agreement