AMENDMENT NO. 4
                                       TO
                                CREDIT AGREEMENT

            This AMENDMENT NO. 4 to CREDIT AGREEMENT, dated as of February 22,
2006 (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., 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") and the
Administrative Agent. 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

      The Credit Agreement is, effective as of the Amendment No. 4 Effective
Date, hereby amended to (a) delete the references to "2.00%" and "1.00%" in
clause (ii) of the definition of "Applicable Margin" set forth in Section 1.01
of the Credit Agreement and replace such references with "1.75%" and "0.75%",
respectively; and (b) delete section 9.08(g) of the Credit Agreement in its
entirety.

      SECTION 2.   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. 4 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, the Required Lenders and each of the Term B Lenders;

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

            (c)   No Default or Event of Default. After giving effect to this
Amendment, no Default or Event of Default shall have occurred and be continuing,
either on the date hereof or on the Amendment No. 4 Effective Date; and

            (d)   Fees and Expenses Paid. The U.S. Borrower shall have paid 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) and all
other costs, expenses and fees due under any Loan Document.

      SECTION 3.  REPRESENTATIONS AND WARRANTIES

            On and as of the Amendment No. 4 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

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