AMENDMENT NO. 3 TO CREDIT AGREEMENT

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"