Exhibit10.60

OMNIBUS AMENDMENTTO RECEIVABLES PURCHASEAGREEMENT, RECEIVABLES TRANSFER AGREEMENT

SUPPORTAGREEMENTAND PARENT GUARANTY

THIS OMNIBUS AMENDMENT,dated as of December  31,  2005 (this‘‘**Amendment**’’),is:

(1)  Amendment No. 1 to Receivables PurchaseAgreement, dated as of June  25,  2004 (as amended,supplemented or otherwise modified from time to time, the‘‘**Receivables PurchaseAgreement**’’), by and among NALCO COMPANY, aDelaware corporation (‘‘**NalcoCompany**’’) and NALCO ENERGY SERVICES, L.P., aDelaware limited partnership, Nalco Company as Seller Agent and NALCORECEIVABLES LLC, a Delaware limited liability company (the‘‘**Buyer**’’);

(2) Amendment No. 4 to Receivables Transfer Agreement, dated as ofJune  25,  2004 (as amended, supplemented or otherwisemodified from time to time, the ‘‘**ReceivablesTransfer Agreement**’’) by and among the Buyer,as Transferor, Nalco Company, as Collection Agent, JPMorgan Chase Bank,N.A., as Administrative Agent and the several transferees and fundingagents party thereto from time to time;

(3)  Terminationof the Support Agreement, executed as of June  25,  2004,by Nalco Company (the ‘‘SupportAgreement’’); and

(4)  Amendment No. 1 toParent Guaranty, dated as of June  25,  2004 (as amended,supplemented or otherwise modified from time to time, the‘‘**Parent Guaranty**’’and together with the Receivables Purchase Agreement, the ReceivablesTransfer Agreement, the ‘‘**TransactionAgreements**’’) by Nalco HoldingsLLC.

RECITALS

Whereas, Nalco Energy Services, L.P. willbe merged into Nalco Company pursuant to Section 263 of the DelawareGeneral Corporation Law (‘‘DGCL’’), withNalco Company as the surviving company on January  1,  2006(‘‘the‘‘**Merger**’’). Theparties to the Transaction Agreements hereto desire to amend theTransaction Agreements to reflect the Merger.

NOWTHEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree asfollows:

1.  Certain DefinedTerms.    Capitalized terms that are used herein withoutdefinition and that are defined in the Transaction Agreements shallhave the same meanings herein as therein defined.

2.    Amendments.

2.1    Uponconsummation of the Merger, each reference to‘‘Seller’’ or‘‘Sellers’’ in the Receivables PurchaseAgreement shall mean NalcoCompany.

2.2    Upon consummation of theMerger, each reference to ‘‘Originator’’ or‘‘Originators’’ in the Receivables TransferAgreement and the Parent Guaranty shall mean NalcoCompany.

2.3    Upon consummation of theMerger, the Support Agreement shall be terminated.

3. Effect of Amendment.    All provisions of the TransactionAgreements, as expressly amended and modified by this Amendment, shallremain in full force and effect. After this Amendment becomeseffective, all references in any Transaction Agreement to‘‘this Agreement’’,‘‘hereof’’,‘‘herein’’ or words of similar effectreferring to such Transaction Agreement shall be deemed to bereferences to such Transaction Agreement as amended by this Amendment.This Amendment shall 

1

----

not be deemed, either expressly or impliedly,to waive, amend or supplement any provision of the TransactionAgreements other than as set forth herein.

4. Effectiveness.    This Amendment shall become effective asof the date hereof upon receipt by the Administrative Agent ofcounterparts of this Amendment (whether by facsimile or otherwise)executed by each of the other parties hereto, in form and substancesatisfactory to the Administrative Agent in its solediscretion.

5.  Counterparts.    This Amendmentmay be executed in any number of counterparts and by different partieson separate counterparts, each of which when so executed shall bedeemed to be an original and all of which when taken together shallconstitute but one and the same instrument.

6. Governing Law.    This Amendment shall be governed by, andconstrued in accordance with, the internal laws of the State of NewYork (without regard to any otherwise applicable principles ofconflicts of law).

7.  Section Headings.    Thevarious headings of this Amendment are included for convenience onlyand shall not affect the meaning or interpretation of this Amendment,the Agreement or any provision hereof orthereof.

2

----

IN WITNESS WHEREOF, the parties haveexecuted this Amendment as of the date first writtenabove.

|  | NALCO COMPANY, as Seller, Seller Agent, andCollection Agent |
|--|-------------------------------------------------------------|

|  | By: /s/ Stephen N.Landsman Name: Stephen N.LandsmanTitle: Vice President |
|--|-------------------------------------------------------------------------------|

|  | NALCOHOLDINGS LLC, as Guarantor |
|--|---------------------------------|

|  | By: /s/ Stephen N.Landsman Name: Stephen N.LandsmanTitle: Vice President |
|--|-------------------------------------------------------------------------------|

|  | NALCOENERGY SERVICES, L.P., as Seller |
|--|---------------------------------------|

|  | By: /s/ Stephen N.Landsman Name: Stephen N.LandsmanTitle: Vice President |
|--|-------------------------------------------------------------------------------|

|  | NALCORECEIVABLES LLC, as Buyer and Transferor |
|--|-----------------------------------------------|

|  | By: /s/Susan F. Buchanan Name: Susan F.BuchananTitle: Treasurer |
|--|----------------------------------------------------------------------|

|  | PARK AVENUERECEIVABLES COMPANY, LLC, as a CP Issuer |
|--|-----------------------------------------------------|

|  | By: JPMorganChase Bank, N.A., as attorney-in-fact |
|--|---------------------------------------------------|

|  | By: /s/ StaceyPike Name: Stacey PikeTitle: VicePresident |
|--|---------------------------------------------------------------|

|  | JPMORGAN CHASE BANK, N.A., as an APABank, a Funding Agent and as Administrative Agent |
|--|---------------------------------------------------------------------------------------|

|  | By: /s/ Stacey Pike Name: StaceyPike Title: VicePresident |
|--|------------------------------------------------------------------------------------|

3

----