Exhibit10.62

AMENDMENT NO. 4TO CREDITAGREEMENT

ThisAMENDMENT NO. 4 to CREDITAGREEMENT, dated as of February 22, 2006 (this‘‘Amendment’’), is entered intoamong NALCO HOLDINGS LLC, a Delaware limited liabilitycompany (‘‘Holdings’’), NALCOCOMPANY, a Delaware corporation (the ‘‘U.S.Borrower’’) and CITICORP NORTH AMERICA,INC., in its capacity as administrative agent for the Lendersand as agent for the Secured Parties (in such capacity, the‘‘Administrative Agent’’), andamends 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 intoamong Holdings, the U.S. Borrower, the institutions from time to timeparty thereto as Lenders (the‘‘Lenders’’) and the AdministrativeAgent. Capitalized terms used herein and not otherwise defined hereinshall have the meanings ascribed to them in the CreditAgreement.

W I T N E S S E TH:

WHEREAS, the U.S. Borrower has requestedthat the Lenders amend the Credit Agreement to effect the changesdescribed below;

NOW, THEREFORE, in considerationof the premises and for other good and valuable consideration (thereceipt and sufficiency of which is hereby acknowledged), the partieshereto hereby agree as follows:

Section 1.     Amendmentsto the Credit Agreement

The Credit Agreement is, effectiveas of the Amendment No. 4 Effective Date, hereby amended to (a) deletethe references to ‘‘2.00%’’ and‘‘1.00%’’ in clause (ii) of thedefinition of ‘‘Applicable Margin’’set forth in Section 1.01 of the Credit Agreement and replace suchreferences with ‘‘1.75%’’ and‘‘0.75%’’, respectively; and(b) delete section 9.08(g) of the Credit Agreement in itsentirety.

Section 2.     Conditions Precedent to theEffectiveness of this Amendment

This Amendment shall becomeeffective as of the date first written above when, and only when, eachof the following conditions precedent shall have been satisfied orwaived (the ‘‘Amendment No. 4 EffectiveDate’’) by the Administrative Agent:

(a) Executed Counterparts. The Administrative Agent shallhave received this Amendment, duly executed by Holdings, the U.S.Borrower, the Administrative Agent, the Required Lenders and each ofthe Term B Lenders;

(b)  Corporate and OtherProceedings. All corporate and other proceedings, and alldocuments, instruments and other legal matters in connection with thetransactions contemplated by this Amendment shall be reasonablysatisfactory in all respects to the Administrative Agent;

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

(d)  Fees and Expenses Paid.The U.S. Borrower shall have paid all reasonable out-of-pocket costsand expenses of the Administrative Agent in connection with thepreparation, reproduction, execution and delivery of this Amendment(including, without limitation, the reasonable fees and out-of-pocketexpenses of counsel for the Administrative Agent with respect thereto)and all other costs, expenses and fees due under any LoanDocument.

Section 3.     Representations andWarranties

On and as of the Amendment No. 4 Effective Date,after giving effect to this Amendment, the U.S. Borrower herebyrepresents and warrants to the Administrative Agent and each Lender asfollows:

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(a)     this Amendment has been dulyauthorized, executed and delivered by the U.S. Borrower and Holdingsand constitutes the legal, valid and binding obligations of the U.S.Borrower and Holdings enforceable against the U.S. Borrower andHoldings in accordance with its terms and the Credit Agreement asamended by this Amendment and constitutes the legal, valid and bindingobligation of the U.S. Borrower and Holdings enforceable against theU.S. Borrower and Holdings in accordance with its terms;

(b)    each of the representations and warranties contained inArticle III (Representations and Warranties) of theCredit Agreement and each other Loan Document is true and correct inall material respects on and as of the Amendment No. 4 Effective Date,as if made on and as of such date and except to the extent that suchrepresentations and warranties specifically relate to a specific date,in which case such representations and warranties shall be true andcorrect in all material respects as of such specific date;provided, however, that references therein to the‘‘Credit Agreement’’ shall be deemedto refer to the Credit Agreement as amended hereby and after givingeffect to the consents and waivers set forth herein; and

(c)    no Default or Event of Default has occurred and iscontinuing.

Section 4.     Fees andExpenses

The U.S. Borrower and each other Loan Party agreesto pay on demand in accordance with the terms of Section 9.05(Costs and Expenses) of the Credit Agreement all reasonableout-of-pocket costs and expenses of the Administrative Agent inconnection with the preparation, reproduction, execution and deliveryof this Amendment (including, without limitation, the reasonable feesand out-of-pocket expenses of counsel for the Administrative Agent withrespect thereto).

Section 5.     Reference to the Effecton the Loan Documents

(a)     As of the Amendment No. 4Effective Date, each reference in the Credit Agreement to‘‘this Agreement,’’‘‘hereunder,’’‘‘hereof,’’‘‘herein,’’ or words of like import,and each reference in the other Loan Documents to the Credit Agreement(including, without limitation, by means of words like‘‘thereunder’’,‘‘thereof’’ and words of likeimport), shall mean and be a reference to the Credit Agreement asamended hereby, and this Amendment and the Credit Agreement shall beread together and construed as a single instrument. Each of the tableof contents and lists of Exhibits and Schedules of the Credit Agreementshall be amended to reflect the changes made in this Amendment as ofthe Amendment No. 4 Effective Date.

(b)     Except as expresslyamended hereby or specifically waived above, all of the terms andprovisions of the Credit Agreement and all other Loan Documents are andshall remain in full force and effect and are hereby ratified andconfirmed.

(c)     The execution, delivery and effectiveness ofthis Amendment shall not, except as expressly provided herein, operateas a waiver of any right, power or remedy of the Lenders, the U.S.Borrower, Lead Arranger or the Administrative Agent under any of theLoan Documents, nor constitute a waiver or amendment of any otherprovision of any of the Loan Documents or for any purpose except asexpressly set forth herein.

(d)     This Amendment is a LoanDocument.

Section 6.     Execution inCounterparts

This Amendment may be executed in any numberof counterparts and by different parties in separate counterparts, eachof which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute one and the same agreement.Signature pages may be detached from multiple separate counterparts andattached to a single counterpart so that all signature pages areattached to the same document. Delivery of an executed counterpart bytelecopy shall be effective as delivery of a manually executedcounterpart of this Amendment.

Section 7.     GoverningLaw

This Amendment shall be governed by and construed inaccordance with the law of the State of New York.

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Section 8.     SectionTitles

The section titles contained in this Amendment areand shall be without substantive meaning or content of any kindwhatsoever and are not a part of the agreement between the partieshereto, except when used to reference a section. Any reference to thenumber of a clause, sub-clause or subsection of any Loan Documentimmediately followed by a reference in parenthesis to the title of thesection of such Loan Document containing such clause, sub-clause orsubsection is a reference to such clause, sub-clause or subsection andnot to the entire section; provided, however, that, incase of direct conflict between the reference to the title and thereference to the number of such section, the reference to the titleshall govern absent manifest error. If any reference to the number of asection (but not to any clause, sub-clause or subsection thereof) ofany Loan Document is followed immediately by a reference in parenthesisto the title of a section of any Loan Document, the title referenceshall govern in case of direct conflict absent manifesterror.

Section 9.     Notices

Allcommunications and notices hereunder shall be given as provided in theCredit Agreement.

Section 10. Severability

The fact that any term or provision ofthis Agreement is held invalid, illegal or unenforceable as to anyperson in any situation in any jurisdiction shall not affect thevalidity, enforceability or legality of the remaining terms orprovisions hereof or the validity, enforceability or legality of suchoffending term or provision in any other situation or jurisdiction oras applied to any person.

Section 11. Successors

The terms of this Amendment shall bebinding upon, and shall inure to the benefit of, the parties hereto andtheir respective successors and assigns.

Section 12. Waiver of Jury Trial

EACH OF THE PARTIESHERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDINGWITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOANDOCUMENT.

[SIGNATURE PAGESFOLLOW]

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**IN WITNESS WHEREOF**,the parties hereto have caused this Amendment to be executed by theirrespective officers and general partners thereunto duly authorized, asof the date first written above.

|  | NALCOHOLDINGS LLC  |
|--|-------------------------|

|  |           |                                                                                           |
|--|-----------|-------------------------------------------------------------------------------------------|
|  | By:  | /s/Stephen N. LandsmanName: Stephen N.LandsmanTitle:    VicePresident |

|  | NALCO COMPANY, as theU.S. Borrower |
|--|------------------------------------|

|  |           |                                                                                            |
|--|-----------|--------------------------------------------------------------------------------------------|
|  | By:  | /s/ Stephen N.LandsmanName: Stephen N. LandsmanTitle:    VicePresident |

|  | CITICORP NORTH AMERICA,INC.,as Administrative Agent andLender |
|--|---------------------------------------------------------------|

|  |           |                                                       |
|--|-----------|-------------------------------------------------------|
|  | By:  | /s/ DanielGougerName:Daniel GougerTitle:VicePresident |

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