0000950136-07-001352 Sample Contracts

MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC DATED AS OF JUNE 11, 2004.
Management Members Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products • Delaware

This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the “Management Members”).

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SEPARATION AGREEMENT
Separation Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products

This Separation Agreement is made this 14th day of July, 2006 between Nalco Company , for itself and on behalf of its affiliates (collectively the “Company” or “Nalco”) and Mark W. Irwin, (“Mr. Irwin”).

SEPARATION AGREEMENT
Separation Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products

This Separation Agreement is made this 30th day of June, 2006 between Nalco Company for itself and on behalf of its affiliates (collectively the “Company” or “Nalco”) and Philippe F. Creteur, (“Mr. Creteur”).

SEVERANCE AGREEMENT
Severance Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products • Illinois

WHEREAS, Executive has been offered the opportunity to enter into certain equity and option agreements relating to the Company; and

SEVERANCE AGREEMENT
Severance Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products • Illinois

WHEREAS, Executive has been offered the opportunity to enter into certain equity and option agreements relating to the Company; and

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • March 5th, 2007 • Nalco Holdings LLC • Miscellaneous chemical products • New York

This AMENDMENT NO. 5 to CREDIT AGREEMENT, dated as of December 15, 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., 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

Nalco Company EXPATRIATE ASSIGNMENT AGREEMENT FOR Gregory Nelson
Nalco Holdings LLC • March 5th, 2007 • Miscellaneous chemical products

This expatriate agreement is based on the following: a home location of Chicago, Illinois and a host location of Leiden, the Netherlands; the salary and position offered in the host location; and your current family size of one. If your family situation changes while you are on assignment in the host location, certain aspects of this agreement may be recalculated to better reflect your situation. You must notify your home or host location human resources contact of any such changes to your family situation.

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