EXHIBIT 4.4 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of November 12, 2003, among the entities listed on Schedule 1 attached hereto (the "New Guarantors"), each of which is a subsidiary of NALCO COMPANY...Supplemental Indenture • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 3.30 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
TONalco Energy Services Equatorial Guinea LLC • May 17th, 2004 • New York
EXHIBIT 10.3 GUARANTEE AGREEMENT GUARANTEE dated as of August 31, 2003 is made by SUEZ, a societe anonyme organized under the laws of the Republic of France ("GUARANTOR"), in favor of Blackstone/Neptune Acquisition Company L.L.C., a Delaware limited...Guarantee Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
NALCO COMPANYRegistration Rights Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 2003 ("Effective Date"), by and between ONDEO NALCO COMPANY, a Delaware corporation (the "Company"), and Lou L. Loosbrock (the "Executive"). B A C K G R...Employment Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Illinois
AmongCredit Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 10.11Employment Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Illinois
EXHIBIT 3.44 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
EXHIBIT 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 1, 2003 ("Effective Date"), by and between ONDEO NALCO ENERGY SERVICES, L.P., a Delaware limited partnership (the "Company"), and Mark L. Bosanko (the...Employment Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Illinois
EXHIBIT 3.22 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT NALCO/EXXON ENERGY CHEMICALS, L.P. A DELAWARE LIMITED PARTNERSHIP DATED AS OF SEPTEMBER 1, 1994 TABLE OF CONTENTSLimited Partnership Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
EXHIBIT 10.5 REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (this "REIMBURSEMENT AGREEMENT"), dated as of November 4, 2003 is made by and between SUEZ, a societe anonyme organized under the laws of the Republic of France ("SUEZ"), and NALCO...Reimbursement Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
ARTICLE 1 DEFINITIONSNoncompetition Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 10.2Guarantee and Collateral Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
NALCO COMPANY, as IssuerSupplemental Indenture • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT effective as of November 1, 2003 between Nalco Company (the "Company") and Bradley J. Bell ("Executive"). WHEREAS, the Company wishes to retain the services of Executive; WHEREAS, Executive has been...Employment Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Illinois
INDENTURESupplemental Indenture • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 3.28 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
90 S. LaSalle St. State Zip Code EFFECTIVE DATE: Chicago, IL 60603 ------------ ------------------------------------------------------------------------------- ---------------------------------------- PAYMENT WILL BE RETURNED TO NAME AND ADDRESS...Nalco Energy Services Equatorial Guinea LLC • May 17th, 2004
dated as ofStock Purchase Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 3.18 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
BACKGROUNDTransaction Fee Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
EXHIBIT 3.34 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF ONES WEST AFRICA LLCLimited Liability Company Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • Delaware
F. Address of Indenture Trustee: Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001 Attn: Corporate Trust Administration With a copy to: Morris, James, Hitchins & Williams LLP 222 Delaware Avenue 10th Floor Wilmington, DE 19801...Sublease Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC
BACKGROUNDMonitoring Fee Agreement • May 17th, 2004 • Nalco Energy Services Equatorial Guinea LLC • New York
AGREEMENTNalco Energy Services Equatorial Guinea LLC • May 17th, 2004 • New York
