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