EXHIBIT 4.9


                                                                  Execution Copy












                          REGISTRATION RIGHTS AGREEMENT

                            REGISTERED EXCHANGE OFFER

                                  NALCO COMPANY








             $465,000,000 8 7/8% SENIOR SUBORDINATED NOTES DUE 2013
             (euro)200,000,000 9% Senior Subordinated Notes due 2013


                          REGISTRATION RIGHTS AGREEMENT


                                                                November 4, 2003


Citigroup Global Markets Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
UBS Securities LLC
Banc One Capital Markets, Inc.
Credit Lyonnais Securities (USA) Inc.
The Royal Bank of Scotland plc
   As Dollar Representatives of the Dollar Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York  10013

Citigroup Global Markets Limited
Banc of America Securities Limited
Deutsche Bank AG London
Goldman Sachs International
J.P. Morgan Securities Ltd.
UBS Limited
Banc One Capital Markets, Inc.
Credit Lyonnais
The Royal Bank of Scotland plc
   As Euro Representatives of the Euro Initial Purchasers
c/o Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom


                                      -2-

Ladies and Gentlemen:

                  Nalco Company, a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to (a) certain purchasers
(the "Dollar Initial Purchasers"), for whom Citigroup Global Markets Inc., Banc
of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities Inc., UBS Securities LLC, Banc One Capital Markets, Inc.,
Credit Lyonnais Securities (USA) Inc. and The Royal Bank of Scotland plc
(collectively, the "Dollar Representatives") are acting as representatives,
$465,000,000 aggregate principal amount of its 8?% Senior Subordinated Notes due
2013 (the "Dollar Notes") and (b) to certain other purchasers (the "Euro Initial
Purchasers," and together with the Dollar Initial Purchasers, the "Initial
Purchasers"), for whom Citigroup Global Markets Limited, Banc of America
Securities Limited, Deutsche Bank AG London, Goldman Sachs International, J.P.
Morgan Securities Ltd., UBS Limited, Banc One Capital Markets, Inc., Credit
Lyonnais and The Royal Bank of Scotland plc (collectively, the "Euro
Representatives," and together with the Dollar Representatives, the
"Representatives") are acting as representatives, (euro)200,000,000 aggregate
principal amount of its 9% Senior Subordinated Notes due 2013 (the "Euro Notes,"
and together with the Dollar Notes, the "Notes") upon the terms set forth in the
Purchase Agreement among the Company, the Guarantors named therein and the
Representatives, dated October 29, 2003 (the "Purchase Agreement"), relating to
the initial placement (the "Initial Placement") of the Notes. As of the date
hereof, the Company's obligations under the Notes will be guaranteed (the
"Guarantees") by its parent, Nalco Holdings LLC ("Holdings"), and the Company's
direct and indirect domestic subsidiaries that guarantee its obligations under
the Credit Agreement (as defined in the Indenture) (collectively, together with
Holdings, the "Guarantors"). References herein to the "Issuers" refer to the
Company and the Guarantors, collectively. References herein to the "Securities"
refer to the Notes and the Guarantees, collectively. To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition to
your obligations thereunder, the Issuers agree with you for your benefit and the
benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, collectively, the "Holders"), as
follows:

                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 405 under
         the Act and the term "controlling" shall have a meaning correlative
         thereto.


                                      -3-

                  "Broker-Dealer" shall mean any broker or dealer registered as
         such under the Exchange Act.

                  "Business Day" shall mean a day other than a Saturday, a
         Sunday or a legal holiday or day on which banking institutions or trust
         companies are authorized or required by law to close in New York City.

                  "Closing Date" shall mean the date of the first issuance of
         the Securities.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Company" shall have the meaning set forth in the preamble
         hereto.

                  "Deferral Period" shall have the meaning set forth in Section
         4(k)(ii) hereof.

                  "Dollar Initial Purchasers" shall have the meaning set forth
         in the preamble hereto.

                  "Dollar Notes" shall have the meaning set forth in the
         preamble hereto.

                  "Dollar Representatives" shall have the meaning set forth in
         the preamble hereto.

                  "Euro Initial Purchasers" shall have the meaning set forth in
         the preamble hereto.

                  "Euro Notes" shall have the meaning set forth in the preamble
         hereto.

                  "Euro Representatives" shall have the meaning set forth in the
         preamble hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Exchange Offer Registration Period" shall mean the period of
         180 days following the consummation of the Registered Exchange Offer,
         exclusive of any period during which any stop order shall be in effect
         suspending the effectiveness of the Exchange Offer Registration
         Statement.

                  "Exchange Offer Registration Statement" shall mean a
         registration statement of the Issuers on an appropriate form under the
         Act with respect to the Registered Exchange Offer, all amendments and
         supplements to such registration statement, including post-effective
         amendments thereto, in each case including the Prospectus


                                      -4-

         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
         any Initial Purchaser) that is a Broker-Dealer and elects to exchange
         for New Securities any Securities that it acquired for its own account
         as a result of market-making activities or other trading activities
         (but not directly from any Issuer or any Affiliate of any Issuer) for
         New Securities.

                  "Final Memorandum" shall mean the offering memorandum, dated
         October 29, 2003, relating to the Securities, including any and all
         exhibits thereto and any information incorporated by reference therein
         as of such date.

                  "Guarantee" shall have the meaning set forth in the preamble
         hereto.

                  "Guarantors" shall have the meaning set forth in the preamble
         hereto.

                  "Holder" shall have the meaning set forth in the preamble
         hereto.

                  "Holdings" shall have the meaning set forth in the preamble
         hereto.

                  "Indenture" shall mean that certain Indenture relating to the
         Securities, dated as of November 4, 2003, among the Issuers and The
         Bank of New York, as trustee, as the same may be amended from time to
         time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
         preamble hereto.

                  "Initial Purchasers" shall have the meaning set forth in the
         preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
         hereof.

                  "Majority Holders" shall mean, on any date, Holders of a
         majority of the aggregate principal amount of Securities and New
         Securities registered under a Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
         investment bankers and manager or managers who administer an
         underwritten offering, if any, under a Registration Statement.

                  "NASD Rules" shall mean the Conduct Rules and the By-laws of
         the National Association of Securities Dealers, Inc.


                                      -5-

                  "New Securities" shall mean debt securities of the Company and
         Guarantees by the Guarantors, in each case identical in all material
         respects to the Securities (except that the transfer restrictions shall
         be modified or eliminated, as appropriate) to be issued under the New
         Securities Indenture.

                  "New Securities Indenture" shall mean the Indenture or an
         indenture among the Issuers and the New Securities Trustee, identical
         in all material respects to the Indenture (except that the transfer
         restrictions shall be modified or eliminated, as appropriate), which
         may be the Indenture if in the terms thereof appropriate provision is
         made for the New Securities.

                  "New Securities Trustee" shall mean the Trustee or a bank or
         trust company reasonably satisfactory to the Initial Purchasers, as
         trustee with respect to the New Securities under the New Securities
         Indenture.

                  "Notes" shall have the meaning set forth in the preamble
         hereto.

                  "Prospectus" shall mean the prospectus included in any
         Registration Statement (including, without limitation, a prospectus
         that discloses information previously omitted from a prospectus filed
         as part of an effective registration statement in reliance upon Rule
         430A under the Act), as amended or supplemented by any prospectus
         supplement, with respect to the terms of the offering of any portion of
         the Securities or the New Securities covered by such Registration
         Statement, and all amendments and supplements thereto, including any
         and all exhibits thereto and any information incorporated by reference
         therein.

                  "Purchase Agreement" shall have the meaning set forth in the
         preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
         the Issuers to issue and deliver to the Holders of the Securities that
         are not prohibited by any law or policy of the Commission from
         participating in such offer, in exchange for the Securities, a like
         aggregate principal amount of the New Securities.

                  "Registrable Securities" shall mean (i) Securities other than
         those that have been (A) registered under a Registration Statement and
         disposed of in accordance therewith or (B) distributed to the public
         pursuant to Rule 144 under the Act or any successor rule or regulation
         thereto that may be adopted by the Commission and (ii) any New
         Securities the resale of which by the Holder thereof requires
         compliance with the prospectus delivery requirements of the Act.

                  "Registration Default Damages" shall have the meaning set
         forth in Section 8 hereof.


                                      -6-

                  "Registration Statement" shall mean any Exchange Offer
         Registration Statement or Shelf Registration Statement that covers any
         of the Securities or the New Securities pursuant to the provisions of
         this Agreement, any amendments and supplements to such registration
         statement, including post-effective amendments (in each case including
         the Prospectus contained therein), all exhibits thereto and all
         material incorporated by reference therein.

                  "Securities" shall have the meaning set forth in the preamble
         hereto.

                  "Shelf Registration Period" shall have the meaning set forth
         in Section 3(b)(ii) hereof.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 3 hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Issuers pursuant to the provisions of
         Section 3 hereof which covers some or all of the Securities or New
         Securities, as applicable, on an appropriate form under Rule 415 under
         the Act, or any similar rule that may be adopted by the Commission,
         amendments and supplements to such registration statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
         1939, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
         connection with an offering thereof under a Shelf Registration
         Statement.

                  2. Registered Exchange Offer. (a) The Issuers shall prepare
and use their reasonable best efforts to file with the Commission and cause to
become effective the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Issuers shall use their reasonable best efforts
to cause the Registered Exchange Offer to be completed under the Act within 300
days of the Closing Date.

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder
(i) is not an Affiliate of any of the Issuers, (ii) acquires the New Securities
in the ordinary course of such Holder's business, (iii) has no


                                      -7-

arrangements with any person to participate in the distribution of the New
Securities, (iv) is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer and (v) is not an Initial
Purchaser holding Securities that have the status of an unsold allotment
remaining from the initial distribution of the Securities) to trade such New
Securities from and after their receipt without any limitations or restrictions
under the Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
         Issuers shall:

                  (i) mail or cause to be mailed to each Holder a copy of the
         Prospectus forming part of the Exchange Offer Registration Statement,
         together with an appropriate letter of transmittal and related
         documents;

                  (ii) keep the Registered Exchange Offer open for at least 20
         Business Days (or longer if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                  (iii) use their reasonable best efforts to keep the Exchange
         Offer Registration Statement continuously effective under the Act,
         supplemented and amended as required under the Act, to ensure that it
         is available for sales of New Securities by Exchanging Dealers during
         the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, or, in the case of the Euro Notes, Amsterdam, London or
         Luxembourg, which may be the Trustee, the New Securities Trustee or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Issuers are conducting the Registered Exchange Offer in
         reliance on the position of the Commission in Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc.
         (pub. avail. June 5, 1991) and (B) including a representation that the
         Issuers have not entered into any arrangement or understanding with any
         person to distribute the New Securities to be received in the
         Registered Exchange Offer and that, to the best of the Issuers'
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the New Securities in the ordinary course
         of business and has no arrangement or understanding with any person to
         participate in the distribution of the New Securities; and


                                      -8-

                  (vii) comply in all respects with all laws applicable to the
         Registered Exchange Offer.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Issuers shall:

                  (i) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(s) hereof all Securities so accepted for exchange; and

                  (iii) cause the New Securities Trustee promptly to
         authenticate and deliver to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from any Issuer or any Affiliate of any Issuer. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers that, at the time of the consummation of the Registered
Exchange Offer:

                  (i) any New Securities received by such Holder shall be
         acquired in the ordinary course of business;

                  (ii) such Holder shall have no arrangement or understanding
         with any person to participate in the distribution within the meaning
         of the Act of the Securities or the New Securities;

                  (iii) such Holder is not an Affiliate of any Issuer; and

                  (iv) if such Holder is an Exchanging Dealer, then such Holder
         will deliver a Prospectus in connection with a sale of any New
         Securities received by such Holder pursuant to the Registered Exchange
         Offer.


                                      -9-

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Issuers shall issue and deliver to such
Initial Purchaser or the person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Issuers shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number and International Securities
Identification Number ("ISIN") for such New Securities as for New Securities
issued pursuant to the Registered Exchange Offer.

                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within 300
days of the Closing Date; (iii) any Initial Purchaser so requests with respect
to Securities that are not eligible to be exchanged for New Securities in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
not eligible to participate in the Registered Exchange Offer; or (v) in the case
of any Initial Purchaser that participates in the Registered Exchange Offer or
acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser
does not receive freely tradeable New Securities in exchange for Securities
constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Securities acquired in exchange for such Securities
shall result in such New Securities being not "freely tradeable;" and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), the Issuers shall file and use their reasonable best efforts to
cause to become and keep effective a Shelf Registration Statement in accordance
with subsection (b) below.

                  (b) (i) The Issuers shall as promptly as practicable use their
reasonable best efforts to file with the Commission and shall use their
reasonable best efforts to cause to be declared effective under the Act within
300 days, a Shelf Registration Statement relating to the offer and sale of the
Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities


                                      -10-

constituting any portion of an unsold allotment, the Issuers may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a
Shelf Registration Statement.

                  (ii) The Issuers shall use their reasonable best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period from the date the Shelf
Registration Statement is declared effective by the Commission until the
earliest of: (A) the second anniversary of the Closing Date, (B) the date upon
which all the Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or (C) the date upon which the Securities or New Securities, as
applicable, covered by the Shelf Registration Statement become eligible for
resale, without regard to volume, manner of sale or other restrictions contained
in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case,
the "Shelf Registration Period"). The Issuers shall be deemed not to have used
their reasonable best efforts to keep the Shelf Registration Statement effective
during the Shelf Registration Period if they voluntarily take any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities at any time during the Shelf Registration Period,
unless such action is (x) required by applicable law or otherwise taken by the
Issuers in good faith and for valid business reasons (not including avoidance of
the Issuers' obligations hereunder), including the acquisition or divestiture of
assets and (y) permitted pursuant to Section 4(k) (ii) hereof.

                  (iii) The Issuers shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable
requirements of the Act and (B) not to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.

                  4. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Issuers shall:

                  (i) furnish to counsel for the Representatives and to counsel
         for the Holders, not less than two (2) Business Days prior to the
         filing thereof with the


                                      -11-

         Commission, a copy of any Exchange Offer Registration Statement and
         any Shelf Registration Statement, and each amendment thereof and each
         amendment or supplement, if any, to the Prospectus included therein
         (including all documents incorporated by reference therein after the
         initial filing) and shall use their commercially reasonable best
         efforts to reflect in each such document, when so filed with the
         Commission, such comments as counsel to the Holders or counsel for the
         Representatives reasonably propose;

                  (ii) include the information set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration Statement, in Annex
         B hereto in the forepart of the Exchange Offer Registration Statement
         in a section setting forth details of the Exchange Offer, in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus contained in the Exchange Offer Registration Statement and
         in Annex D hereto in the letter of transmittal delivered pursuant to
         the Registered Exchange Offer;

                  (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508, as applicable, of Regulation
         S-K in the Prospectus contained in the Exchange Offer Registration
         Statement or Shelf Registration Statement; and

                  (iv) in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities pursuant to
         the Shelf Registration Statement as selling security holders.

                  (b) The Issuers shall use their reasonable best efforts to
ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act; and

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (c) The Issuers shall advise counsel for the Representatives,
the Holders of Securities covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to the Issuers a telephone or facsimile number and address
for notices, and, if requested by any Representative or any such Holder or
Exchanging Dealer, shall confirm such advice in writing (which notice pursuant
to clauses (ii)-(v) hereof shall be



                                      -12-

         accompanied by an instruction to suspend the use of the Prospectus
         until the Issuers shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii) of any request by the Commission after the effective date
         for any amendment or supplement to the Registration Statement or the
         Prospectus or for additional information;

                  (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         institution of any proceeding for that purpose;

                  (iv) of the receipt by any Issuer of any notification with
         respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the institution of any
         proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         the Registration Statement or the Prospectus so that, as of such date,
         they (A) do not contain any untrue statement of a material fact and (B)
         do not omit to state a material fact required to be stated therein or
         necessary to make the statements therein (in the case of the
         Prospectus, in the light of the circumstances under which they were
         made) not misleading.

                  (d) The Issuers shall use their commercially reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement or the qualification of the securities therein for
sale in any jurisdiction.

                  (e) The Issuers shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one (1)
copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (f) The Issuers shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including the
Preliminary Prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Issuers consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Securities in



                                      -13-

connection with the offering and sale of the Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

                  (g) The Issuers shall furnish to each Exchanging Dealer which
so requests, without charge, at least one (1) conformed copy of the Exchange
Offer Registration Statement and any post-effective amendments thereto,
including all material incorporated by reference therein, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (h) The Issuers shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendments or supplements thereto as any such person may
reasonably request. The Issuers consent to the use of the Prospectus or any
amendments or supplements thereto by any Initial Purchaser, any Exchanging
Dealer and any such other person that may be required to deliver a Prospectus
following the Registered Exchange Offer in connection with the offering and sale
of the New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Issuers shall
arrange, if necessary, for the registration or qualification of the Securities
or the New Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and shall maintain such qualification in effect
so long as required; provided that in no event shall any Issuer be obligated to
qualify to do business in any jurisdiction where it is not then so qualified or
to take any action that would subject it to service of process in suits, other
than those arising out of the Initial Placement, the Registered Exchange Offer
or any offering pursuant to a Shelf Registration Statement, in any such
jurisdiction where it is not then so subject or to subject itself to taxation in
excess of a nominal amount in respect of doing business in such jurisdiction.

                  (j) The Issuers shall cooperate with the Holders of Securities
to facilitate the timely preparation and delivery of certificates representing
New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request in writing at least three (3)
Business Days prior to the closing date of any sales of New Securities.

                  (k) (i) Upon the occurrence of any event contemplated by
subsections (c) (ii) through (v) above, the Issuers shall promptly (or within
the time period provided for by clause (ii) hereof, if applicable) prepare a
post-effective amendment to the


                                      -14-

applicable Registration Statement or an amendment or supplement to the related
Prospectus or file any other required document so that, as thereafter delivered
to the Initial Purchasers of the Securities included therein, the Prospectus
shall not include an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. In such circumstances, the period of effectiveness of the Exchange
Offer Registration Statement provided for in Section 2 hereof shall be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) hereof to and including the date when the
Initial Purchasers, the Holders of the Securities and any known Exchanging
Dealer shall have received such amended or supplemented Prospectus pursuant to
this Section 4(k).

                  (ii) Upon the occurrence or existence of any pending corporate
development or any other material event that, in the reasonable judgment of the
Issuers, makes it appropriate to suspend the availability of a Shelf
Registration Statement and the related Prospectus, the Issuers shall give notice
(without notice of the nature or details of such events) to the Holders that the
availability of the Shelf Registration is suspended and, upon actual receipt of
any such notice, each Holder agrees not to sell any Registrable Securities
pursuant to the Shelf Registration until such Holder's receipt of copies of the
supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or
until it is advised in writing by the Issuers that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus. The period
during which the availability of the Shelf Registration and any Prospectus is
suspended (the "Deferral Period") (1) shall not exceed 60 consecutive days, (2)
shall not occur more than three (3) times during any calendar year and (3) shall
extend the number of days the Shelf Registration or any Prospectus is available
by an amount equal to the Deferral Period. Any Registration Default Damages
payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral
Period.

                  (l) Not later than the effective date of any Registration
Statement, the Issuers shall provide a CUSIP number and ISIN for the Securities
or the New Securities, as the case may be, registered under such Registration
Statement, and provide the Trustee with printed certificates for such Securities
or New Securities, in a form eligible for deposit with The Depository Trust
Company and, in the case of the Euro Notes, the common depository for Euroclear
and Clearstream Banking.

                  (m) The Issuers shall comply in all material respects with all
applicable rules and regulations of the Commission and shall make generally
available to their security holders earnings statements satisfying the
provisions of Section 11(a) of the


                                      -15-

Act as soon as practicable after the effective date of the applicable
Registration Statement.

                  (n) The Issuers shall cause the New Securities Indenture to be
qualified under the Trust Indenture Act as required by applicable law in a
timely manner.

                  (o) The Issuers may require each Holder of Securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Issuers such
information regarding the Holder and the distribution of such Securities as the
Issuers may from time to time reasonably require for inclusion in such
Registration Statement. The Issuers may exclude from such Shelf Registration
Statement the Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, upon the
request of the Majority Holders, the Issuers shall enter into customary
agreements (including, if requested, one underwriting agreement in customary
form) and take all other appropriate actions, if any, as the Majority Holders
shall reasonably request in order to expedite or facilitate the registration or
the disposition of the Securities, and in connection therewith, if an
underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth
in Section 6 hereof.

                  (q) In the case of any Shelf Registration Statement, the
Issuers shall:

                  (i) make reasonably available for inspection at a location
         where they are normally kept and during normal business hours by the
         Majority Holders of Securities to be registered thereunder, any
         underwriter participating in any disposition pursuant to such
         Registration Statement and any attorney, accountant or other agent
         retained by such Holders or any such underwriter all relevant financial
         and other records and pertinent corporate documents of the Issuers and
         their subsidiaries;

                  (ii) use its reasonable best efforts to cause its officers,
         directors, employees, accountants and auditors to supply all relevant
         information reasonably requested by the Holders or any such
         underwriter, attorney, accountant or agent (each, an "Inspector") in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that such
         Inspector shall first agree in writing with the Issuers that any
         information that is reasonably and in good faith designated by the
         Issuers in writing as confidential at the time of delivery of such
         information shall be kept confidential by such Inspector, unless (1)
         disclosure of such information is required by court or administrative
         order or is necessary to


                                      -16-


         respond to inquiries of regulatory authorities, (2) disclosure of
         such information is required by law (including any disclosure
         requirements pursuant to federal securities laws in connection with the
         filing of such Registration Statement or the use of any Prospectus),
         (3) such information becomes generally available to the public other
         than as a result of a disclosure or failure to safeguard such
         information by such person or (4) such information becomes available to
         such Inspector from a source other than the Issuers and such source is
         not known, after due inquiry, by the relevant Holder to be bound by a
         confidentiality agreement or is not otherwise under a duty of trust to
         the Issuers;

                  (iii) make such representations and warranties to the Holders
         of Securities registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings;

                  (iv) obtain opinions of counsel to the Issuers and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "comfort" letters and updates thereof from the
         independent certified public accountants of Holdings (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of Holdings or of any business acquired by Holdings for
         which financial statements and financial data are, or are required to
         be, included in the Registration Statement), addressed to each selling
         Holder of Securities registered thereunder and the underwriters, if
         any, in customary form and covering matters of the type customarily
         covered in "comfort" letters in connection with primary underwritten
         offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders or the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) hereof and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers.

                  (r) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to


                                      -17-

be marked, on the Securities so exchanged that such Securities are being
cancelled in exchange for the New Securities. In no event shall the Securities
be marked as paid or otherwise satisfied.

                  (s) The Issuers shall use their commercially reasonable best
efforts to take all other steps necessary to effect the registration of the
Securities or the New Securities, as the case may be, covered by a Registration
Statement.

                  5. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of their obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be
another nationally recognized law firm experienced in securities matters
designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, shall reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith, in each case which
counsel shall be approved by the Issuer (such approval not to be unreasonably
withheld). Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Securities or New Securities.

                  6. Indemnification and Contribution. (a) The Issuers, jointly
and severally, agree to indemnify and hold harmless each Holder of Securities or
New Securities, as the case may be, covered by any Registration Statement, each
Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the
directors, officers and Affiliates of each such Holder, Initial Purchaser or
Exchanging Dealer and each person who controls any such Holder, Initial
Purchaser or Exchanging Dealer within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of any preliminary Prospectus or the Prospectus,
in the light of the circumstances under which they were made) not misleading,
and agree (subject to the limitations set forth in the proviso to this sentence)
to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss,


                                      -18-

claim, damage, liability or action; provided, however, that the Issuers shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Issuers by or on
behalf of the party claiming indemnification specifically for inclusion therein;
provided, further, that with respect to any such untrue statement in or omission
from the Preliminary Prospectus, the indemnity agreement contained in this
paragraph (a) shall not inure to the benefit of any Initial Purchaser to the
extent that the sale to the person asserting any such loss, claim, damage or
liability was an initial resale by such Initial Purchaser and any such loss,
claim, damage or liability of or with respect to such Initial Purchaser results
from the fact that both (i) a copy of the Final Prospectus was not sent or given
to such person at or prior to the written confirmation of the sale of such
Securities to such person and (ii) the untrue statement in or omission from such
Preliminary Prospectus was corrected in the Final Prospectus unless, in either
case, such failure to deliver the Final Prospectus was a result of
non-compliance by the Issuer with the provisions of Section 4 hereof. This
indemnity agreement shall be in addition to any liability that the Issuers may
otherwise have. The Issuers shall not be liable under this Section 6 to any
indemnified party regarding any settlement or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
is consented to by the Issuers, which consent shall not be unreasonably
withheld.

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser that is a Holder, in such capacity)
severally and not jointly agrees to indemnify and hold harmless the Issuers and
each of their respective directors, each of their respective officers who signs
such Registration Statement and each person who controls any Issuer within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Issuers to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Issuers by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement shall
be in addition to any liability that any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 6, notify the indemnifying party in writing of the
commencement thereof; but the failure to so notify the indemnifying party (i)
shall not relieve it from liability under paragraph (a) or (b) of this Section 6
unless and to the extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party of substantial
rights and defenses and (ii) shall not, in any event, relieve the indemnifying
party from any obligations to any


                                      -19-

indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) of this Section 6. The indemnifying party shall be
entitled to appoint counsel (including local counsel) of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel, other than local counsel if not appointed by the
indemnifying party, retained by the indemnified party or parties except as set
forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest (based
on the advice of counsel to the indemnified person), (ii) such action includes
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded (based on the advice of counsel to the
indemnified person) that there may be legal defenses available to it and/or
other indemnified parties that are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It is
understood and agreed that the indemnifying person shall not, in connection with
any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all indemnified persons. Any such separate firm for any
Dollar Initial Purchaser, its affiliates, directors and officers and any control
persons of such Dollar Initial Purchaser shall be designated in writing by
Citigroup Global Markets Inc. ("CGMI"), any such separate firm for any Euro
Initial Purchaser, its affiliates, directors and officers and any control person
of such Euro Initial Purchaser shall be designated in writing by Citigroup
Global Markets Limited ("CGML"), and any such separate firm for the Issuer, the
Guarantors and any control persons of the Issuer and the Guarantors shall be
designated in writing by the Issuer. In the event that (i) any Dollar Initial
Purchaser, its affiliates, directors and officers or any control persons of such
Dollar Initial Purchaser and (ii) any Euro Initial Purchaser, its affiliates,
directors and officers or any control person of such Euro Initial Purchaser are
Indemnified Persons collectively entitled, in connection with a proceeding in a
single jurisdiction, to the payment of fees and expenses of a single separate
firm under this Section 6(c), and (i) any such Dollar Initial Purchaser, its
affiliates, directors and officers or any control persons of such Dollar Initial
Purchaser and (ii) any such Euro Initial Purchaser, its affiliates, directors
and officers or any control persons of such Euro Initial Purchaser cannot agree
to a mutually acceptable separate firm to act as counsel thereto, then such
separate firm for all such Indemnified Persons shall be designated in writing by
CGMI. An


                                      -20-

indemnifying party shall not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include any
statement as to, or any concession of, fault, culpability or failure to act by
or on behalf of any indemnified party.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively "Losses") to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Purchase Agreement, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason or not permitted by applicable law, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Issuers shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as set forth in the Final
Memorandum. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth in the
Purchase Agreement, and benefits received by any other Holders shall be deemed
to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information provided by the indemnifying party, on the one hand,
or by the indemnified party, on the other hand, the intent of the parties and
their relative knowledge,


                                      -21-

access to information and opportunity to correct or prevent such untrue
statement or omission and any other equitable considerations appropriate
in the circumstances. The parties agree that it would not be just and
equitable if the amount of such contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph 6(d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 6(d), each person, if any, who controls a Holder within the meaning
of either the Act or the Exchange Act and each director and officer of such
Holder shall have the same rights to contribution as such Holder, and each
person who controls any Issuer within the meaning of either the Act or the
Exchange Act, each officer of any Issuer who shall have signed the Registration
Statement and each director of any Issuer shall have the same rights to
contribution as the Issuers, subject in each case to the applicable terms and
conditions of this paragraph 6(d).

                  (e) The provisions of this Section 6 shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or the Issuers or any of the indemnified persons referred to in this
Section 6, and shall survive the sale by a Holder of securities covered by a
Registration Statement.

                  7. Underwritten Registrations. (a) If any of the Securities or
New Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters, if any,
shall be selected by the Majority Holders, subject to the consent of the Issuer
(which shall not be unreasonably withheld), and the Holders of Securities or New
Securities covered by such Shelf Registration Statement shall be responsible for
all underwriting commissions and discounts.

                  (b) No person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such person (i) agrees to
sell such person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8. Registration Defaults. (a) If any of the following events
shall occur, then the Company shall pay liquidated damages (the "Registration
Default Damages") to the Holders of Securities in respect of the Securities as
follows:

                  (i) if (a) neither (x) the Registered Exchange Offer is
         completed, nor (y) if required, the Shelf Registration Statement is
         declared effective, within, in each case,


                                      -22-

         300 days of the Closing Date, then Registration Default Damages shall
         accrue on the Registrable Securities at a rate of 0.25% per annum
         on the principal amount of such Registrable Securities for the
         first 90 days from and including such specified date and increasing
         by an additional 0.25% per annum at the beginning of each subsequent
         90-day period thereafter; provided that Registration Default Damages in
         the aggregate under this Section 8 may not exceed 1.0% per annum of the
         principal amount of such Registrable Securities; or

                  (ii) notwithstanding that the Issuers have consummated or will
         consummate a Registered Exchange Offer, if the Issuers are required to
         file a Shelf Registration Statement and such Shelf Registration
         Statement is not declared effective on or prior to the 300th day
         following the date the filing of such Shelf Registration Statement is
         required or requested pursuant to Section 3(a), then Registration
         Default Damages shall accrue on the Registrable Securities at a rate of
         0.25% per annum of the principal amount of such Registrable Securities
         for the first 90 days from and including such specified date and
         increasing by an additional 0.25% per annum at the beginning of each
         subsequent 90-day period thereafter; provided that Registration Default
         Damages in the aggregate under this Section 8 may not exceed 1.0% per
         annum of the principal amount of such Registrable Securities; or

                  (iii) subject to the last sentence of Section 4(k)(ii) above,
         if the Shelf Registration Statement required by Section 3(a) of this
         Agreement has been declared effective but thereafter ceases to be
         effective at any time at which it is required to be effective under
         this Agreement and such failure to remain effective exists for more
         than 30 consecutive days or more than 60 days (whether or not
         consecutive) during the period for which the Shelf Registration
         Statement is required, then commencing on the 31st day or 61st day, as
         applicable, following the date on which such Shelf Registration
         Statement ceases to be effective, Registration Default Damages shall
         accrue on the Registrable Securities at a rate of 0.25% per annum of
         the principal amount of such Registrable Securities for the first 90
         days from and including such 31st day or 61st day, as applicable,
         following the date on which such Shelf Registration Statement ceases to
         be effective and increasing by an additional 0.25% per annum at the
         beginning of each subsequent 90-day period thereafter; provided that
         Registration Default Damages in the aggregate under this Section 8 may
         not exceed 1.0% per annum of the principal amount of such Registrable
         Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the
case of paragraph (i) above), (2) the effectiveness of the Shelf Registration
Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the
Shelf Registration Statement which had ceased to remain effective (in the case
of paragraph (iii) above), Registration Default Damages shall cease to accrue.


                                      -23-

                  (b) The Issuers shall notify the Trustee within one Business
Day after each and every date on which an event occurs in respect of which
Registration Default Damages are required to be paid and within one Business Day
after such Registration Default Damages cease to accrue. Any amounts of
Registration Default Damages due pursuant to paragraphs (i), (ii) or (iii) of
this Section 8(a) will be payable in cash on each interest payment date
specified by the Indenture to the record holder entitled to receive the interest
payment to be made on such date, commencing with the first such date occurring
after any such Registration Default Damages commences to accrue.

                  (c) The parties hereto agree that the liquidated damages in
the form of Registration Default Damages provided for in this Section 8
constitute a reasonable estimate of and are intended to constitute the sole
damages payable under this Agreement that will be suffered by Holders of
Securities by reason of the failure of (i) the Registered Exchange Offer to be
completed; (ii) the Shelf Registration Statement, if required hereby, to be
declared effective, or (iii) the Shelf Registration Statement to remain
effective (and the prospectus contained therein to remain usable), in each case
to the extent required by this Agreement.

                  9. No Inconsistent Agreements. No Issuer has entered into, and
each Issuer agrees not to enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein or
that otherwise conflicts with the provisions hereof.

                  10. Amendments and Waivers. The provisions of this Agreement
may not be amended, qualified, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Issuers
have obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that, with
respect to any matter that directly or indirectly affects the rights and
obligations of any Initial Purchaser hereunder, the Issuers shall obtain the
written consent of each such Initial Purchaser against which such amendment,
qualification, supplement, waiver or consent is to be effective; provided,
further, that no amendment, qualification, supplement, waiver or consent with
respect to Section 8 hereof shall be effective as against any Holder of
Registered Securities unless consented to in writing by such Holder; and
provided, further, that the provisions of this Article 10 may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Initial Purchasers and each Holder. Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.


                                      -24-

                  11. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         Holder to the Issuers in accordance with the provisions of this Section
         11, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar (as such term is
         defined in the Indenture) under the Indenture;

                  (b) if to the Representatives, initially at the address or
         addresses set forth in the Purchase Agreement; and

                  (c) if to any Issuer, initially at its address set forth in
         the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Issuers by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12. Remedies. Each Holder, in addition to being entitled to
exercise all rights provided to it herein, in the Indenture or in the Purchase
Agreement or granted by law, including recovery of liquidated or other damages,
will be entitled to specific performance of its rights under this Agreement. The
Issuers agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by them of the provisions of this Agreement
and hereby agree to waive in any action for specific performance the defense
that a remedy at law would be adequate.

                  13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective successors
and assigns, including, without the need for an express assignment or any
consent by the Issuers thereto, subsequent Holders of Securities and the New
Securities, and the indemnified persons referred to in Section 6 hereof. The
Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  14. Counterparts. This Agreement may be signed in one or more
counterparts which may be delivered in original form or by telecopier, each of
which when so executed shall constitute an original and all of which together
shall constitute one and the same agreement.


                                      -25-

                  15. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

                  17. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  18. Securities Held by any Issuer, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by any Issuer or their Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                            [Signature pages follow.]



                                      -26-

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement by
and among the Issuers and the several Initial Purchasers.


                                     Very truly yours,

                                     Nalco Company


                                     By:    /s/ William H. Joyce
                                         ---------------------------------------
                                     Name:  William H. Joyce
                                     Title: Chairman and Chief Executive Officer



                                     Nalco Holdings LLC,
                                     as a Guarantor


                                     By:    /s/ William H. Joyce
                                         ---------------------------------------
                                     Name:  William H. Joyce
                                     Title: Chairman and Chief Executive Officer


                                     NALCO HOLDINGS LLC


                                     By:    /s/ William H. Joyce
                                         ---------------------------------------
                                     Name:  William H. Joyce
                                     Title: Chairman and Chief Executive Officer


                                     ADX CORP.


                                     By:    /s/ K. Thomas Kodiak
                                         ---------------------------------------
                                     Name:  K. Thomas Kodiak
                                     Title: President


                                     BOARD CHEMISTRY INCORPORATED




                                      -27-

                                     By:    /s/ K. Thomas Kodiak
                                         ---------------------------------------
                                     Name:  K. Thomas Kodiak
                                     Title:    Assistant Secretary


                                     NALCO DELAWARE COMPANY


                                     By:    /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name:  Michael P. Murphy
                                     Title:    Assistant Secretary


                                     NALCO FT, INC.


                                     By:    /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name:  Michael P. Murphy
                                     Title:    Secretary


                                     NALCO INDUSTRIAL OUTSOURCING COMPANY



                                     By: /s/ Stephen Landsman
                                         ---------------------------------------
                                     Name: Stephen Landsman
                                     Title: Vice President


                                     NALCO LEASING CORPORATION


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary


                                     NALCO PWS, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary




                                      -28-

                                     NALCO RESOURCES INVESTMENT COMPANY


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     NALCO TWO, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     NALGREEN, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary


                                     NALTECH, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary


                                     ONDEO NALCO COMPANY LLC


                                     By: /s/ J. Michael Newton
                                         ---------------------------------------
                                     Name: J. Michael Newton
                                     Title: Manager


                                     ONDEO NALCO ENERGY SERVICES MIDDLE EAST
                                     HOLDINGS, INC.



                                      -29-

                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     ONDEO NALCO ENERGY SERVICES, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     ONDEO NALCO ENERGY SERVICES, L.P.

                                     By: Ondeo Nalco Energy Services, Inc., as
                                         General Partner


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     ONDEO NALCO GLOBAL HOLDINGS LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Manager


                                     ONDEO NALCO HOLDINGS LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Manager


                                     ONDEO NALCO INTERNATIONAL HOLDINGS LLC



                                      -30-

                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Manager


                                     ONDEO NALCO U.S. HOLDINGS LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Manager


                                     ONDEO NALCO WORLDWIDE HOLDINGS LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Manager


                                     ONES EQUATORIAL GUINEA LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary


                                     ONES WEST AFRICA LLC


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary


                                     PAPER CHEMICALS, INC.


                                     By: /s/ J. Michael Newton
                                         ---------------------------------------
                                     Name: J. Michael Newton
                                     Title: Secretary


                                      -31-

                                     PURE-CHEM PRODUCTS COMPANY, INC.


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Assistant Secretary


                                     VISCO PRODUCTS COMPANY


                                     By: /s/ Michael P. Murphy
                                         ---------------------------------------
                                     Name: Michael P. Murphy
                                     Title: Secretary






                                      -32-

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written:

Citigroup Global Markets Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
UBS Securities LLC
Banc One Capital Markets, Inc.
Credit Lyonnais Securities (USA) Inc.
The Royal Bank of Scotland plc

   As Dollar Representatives of the Dollar Initial Purchasers

By: Citigroup Global Markets Inc.


By: /s/ Edward T. Crook
    -----------------------------------
    Name:  Edward T. Crook
    Title:    Managing Director

Citigroup Global Markets Limited
Banc of America Securities Limited
Deutsche Bank AG London
Goldman Sachs International
J.P. Morgan Securities Ltd.
UBS Limited
Banc One Capital Markets, Inc.
Credit Lyonnais
The Royal Bank of Scotland plc
   As Euro Representatives of the Euro Initial Purchasers

By: Citigroup Global Markets Limited


By: /s/ Paul Simpkin
    -----------------------------------
    Name:  Paul Simpkin
    Title:    Director





                                                                         ANNEX A

         Each broker-dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it shall deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a Prospectus, a
broker-dealer shall not be deemed to admit that it is an "underwriter" within
the meaning of the Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
New Securities received in exchange for Securities where such Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The Issuers have agreed that, for a period of 180 days after
consummation of the Registered Exchange Offer, they shall make this Prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."







                                      A-1


                                                                         ANNEX B

         Each broker-dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it shall deliver a Prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."






                                      B-1


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION


         Each broker-dealer that receives New Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a Prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers have agreed
that, for a period of 180 days after the consummation of the Registered Exchange
Offer, they will make this Prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. In addition, until
__________, 20___, all dealers effecting transactions in the New Securities may
be required to deliver a Prospectus.

         The Issuers will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the New Securities or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such New
Securities. Any broker-dealer that resells New Securities that were received by
it for its own account pursuant to the Registered Exchange Offer and any broker
or dealer that participates in a distribution of such New Securities may be
deemed to be an "underwriter" within the meaning of the Act and any profit of
any such resale of New Securities and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a Prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Act.

         For a period of 180 days after the consummation of the Registered
Exchange Offer, the Issuers will promptly send additional copies of this
Prospectus and any amendments or supplements to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The
Issuers have agreed to pay all expenses incident to the Registered Exchange
Offer (including the expenses of one counsel for the holder of the Securities)
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any broker-dealers) against
certain liabilities, including liabilities under the Act.

         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]


                                      C-1


                                                                         ANNEX D

                LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL


1.   PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND
     WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
     AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                          -----------------------------
                  Address:
                          -----------------------------

                          -----------------------------



2.   If the undersigned is not a Broker-Dealer, the undersigned represents that
     it acquired the New Securities in the ordinary course of its business, it
     is not engaged in, and does not intend to engage in, a distribution of New
     Securities and it has no arrangements or understandings with any person to
     participate in a distribution of the New Securities. If the undersigned is
     a Broker-Dealer that will receive New Securities for its own account in
     exchange for Securities, it represents that the Securities to be exchanged
     for New Securities were acquired by it as a result of market-making
     activities or other trading activities and acknowledges that it shall
     deliver a Prospectus in connection with any resale of such New Securities;
     however, by so acknowledging and by delivering a Prospectus, the
     undersigned shall not be deemed to admit that it is an "underwriter" within
     the meaning of the Act.




                                      D-1