Exhibit
10.2

AMENDMENT NO. 3
TO
CREDIT AGREEMENT

This AMENDMENT NO. 3 to CREDIT AGREEMENT,
dated as of October 19, 2005 (this
"Amendment"), is entered into among
NALCO HOLDINGS LLC, a Delaware limited liability company
("Holdings"), NALCO
COMPANY, a Delaware corporation (the "U.S.
Borrower") and CITICORP NORTH AMERICA,
INC., a Delaware corporation, in its capacity as administrative
agent for the Lenders and as agent for the Secured Parties (in such
capacity, the "Administrative Agent"),
and amends the Credit Agreement dated as of November 4, 2003 (as
amended to the date hereof and as the same may be further amended,
supplemented or otherwise modified from time to time, the
"Credit Agreement") entered into among
Holdings, the U.S. Borrower, the institutions from time to time party
thereto as Lenders (the "Lenders"),
the Administrative Agent, Bank of America, N.A., as Documentation
Agent, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc.,
Goldman Sachs Credit Partners L.P. and UBS Securities LLC, as
Co-Syndication Agents and Citigroup Global Markets Inc. Capitalized
terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.

W I T
N E S S E T H:

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

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


Section 1. Amendments to the Credit Agreement


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

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

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

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

(c)    Section 9.19 of the Credit Agreement
is hereby amended by adding the following new sentence at the end
thereof:

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









of the Equity Interests that are directly or
indirectly contributed to Nalco Universal Holdings B.V. pursuant to
Section 6.04(v) and the Administrative Agent shall take all steps
reasonably requested by U.S. Borrower to release any existing security
interests and Liens in such Equity Interests."


Section 2. Amendment to the U.S. Guarantee and Collateral
Agreement


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

"and (ii) the due and punctual payment and
performance of all obligations of Foreign Subsidiaries under
Indebtedness incurred pursuant to committed and uncommitted working
capital facilities (to the extent such Indebtedness is permitted under
Section 6.01(u) of the Credit Agreement and is identified as ordinary
working capital Indebtedness on Schedule 6.01(u) of the Credit
Agreement (as modified from time to time) that will be secured by a
Lien on the Collateral or is Permitted Refinancing Indebtedness of any
such identified Indebtedness that is incurred for working capital
purposes in the ordinary course of business on ordinary business terms)
that is with a counterparty that is a Lender or an Affiliate of a
Lender at the time of borrowing."

(b)(i) Clause (d)
of the definition of "Secured Parties" in the
U.S. Guarantee and Collateral Agreement is hereby amended by inserting
"or a Foreign Subsidiary" after the phrase
"with a Loan Party" and before the phrase
"the obligations under which constitute
Obligations" and (ii) clause (e) of the definition of
"Secured Parties" in the U.S. Guarantee and
Collateral Agreement is hereby amended by inserting "or
clause (d)" after the phrase "pursuant to
clause (c)" and before the phrase "of the
definition of such term".

Section 3.
Conditions Precedent to the Effectiveness of this Amendment

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

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

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

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

Section
4. Representations and Warranties

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

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

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









shall be deemed to refer to the Credit
Agreement as amended hereby and after giving effect to the consents and
waivers set forth herein; and

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


Section 5. Fees and Expenses


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

Section 6. Reference to the Effect on the Loan
Documents

(a)    As of the Amendment No. 3 Effective Date,
each reference in the Credit Agreement to "this
Agreement,"
"hereunder,"
"hereof,"
"herein," or words of like import, and
each reference in the other Loan Documents to the Credit Agreement
(including, without limitation, by means of words like
"thereunder",
"thereof" and words of like import),
shall mean and be a reference to the Credit Agreement, as amended
hereby, and this Amendment and the Credit Agreement shall be read
together and construed as a single instrument. Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement
shall be amended to reflect the changes made in this Amendment as of
the Amendment No. 3 Effective Date.

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

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

(d)    This Amendment is a Loan
Document.


Section 7. Execution in Counterparts


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


Section 8. Governing Law


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


Section 9. Section Titles


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









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


Section 10. Notices


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


Section 11. Severability


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


Section 12. Successors


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


Section 13. Waiver of Jury Trial


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


[SIGNATURE PAGES
FOLLOW]









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

NALCO HOLDINGS
LLC

By:    /s/STEPHEN N.
LANDSMAN


Name: Stephen N.
Landsman

Title:    Vice President and General
Counsel

NALCO COMPANY, as the
U.S. Borrower


By:    /s/STEPHEN N.
LANDSMAN


Name: Stephen N.
Landsman

Title:    Vice President and General
Counsel

Citicorp North America, Inc.,


as Administrative Agent and Lender


By:    /s/JORONNE
JETER


Name: Joronne
Jeter

Title:    Vice
President