Exhibit
10.62

AMENDMENT NO. 4
TO
 CREDIT
AGREEMENT

This AMENDMENT NO. 4 to CREDIT
AGREEMENT, dated as of February 22, 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., 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’’) and the Administrative
Agent. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Credit
Agreement.


W I T N E S S E T
H:


WHEREAS, the U.S. Borrower has requested
that the Lenders amend the Credit Agreement to effect the changes
described below;

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


Section 1.     Amendments
to the Credit Agreement


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


Section 2.     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. 4 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, the Required Lenders and each of
the Term B 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;

(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, either on the date hereof or on the Amendment No. 4
Effective Date; and

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


Section 3.     Representations and
Warranties


On and as of the Amendment No. 4 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:

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(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. 4 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’’ shall be deemed
to refer to the Credit Agreement as amended hereby and after giving
effect to the consents and waivers set forth herein; and

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


Section 4.     Fees and
Expenses


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


Section 5.     Reference to the Effect
on the Loan Documents


(a)     As of the Amendment No. 4
Effective 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 like
import), shall mean and be a reference to the Credit Agreement as
amended hereby, and this Amendment and the Credit Agreement shall be
read together and construed as a single instrument. Each of the table
of contents and lists of Exhibits and Schedules of the Credit Agreement
shall be amended to reflect the changes made in this Amendment as of
the Amendment No. 4 Effective Date.

(b)     Except as expressly
amended hereby or specifically waived above, all of the terms and
provisions of the Credit Agreement and all other Loan Documents are and
shall remain in full force and effect and are hereby ratified and
confirmed.

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

(d)     This Amendment is a Loan
Document.


Section 6.     Execution in
Counterparts


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


Section 7.     Governing
Law


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

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Section 8.     Section
Titles


The section titles contained in this Amendment are
and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties
hereto, except when used to reference a section. Any reference to the
number of a clause, sub-clause or subsection of any Loan Document
immediately followed by a reference in parenthesis to the title of the
section of such Loan Document containing such clause, sub-clause or
subsection is a reference to such clause, sub-clause or subsection and
not to the entire section; provided, however, that, in
case of direct conflict between the reference to the title and the
reference to the number of such section, the reference to the title
shall govern absent manifest error. If any reference to the number of a
section (but not to any clause, sub-clause or subsection thereof) of
any Loan Document is followed immediately by a reference in parenthesis
to the title of a section of any Loan Document, the title reference
shall govern in case of direct conflict absent manifest
error.


Section 9.     Notices


All
communications and notices hereunder shall be given as provided in the
Credit Agreement.


Section 10.
 Severability


The fact that any term or provision of
this Agreement is held invalid, illegal or unenforceable as to any
person in any situation in any jurisdiction shall not affect the
validity, enforceability or legality of the remaining terms or
provisions hereof or the validity, enforceability or legality of such
offending term or provision in any other situation or jurisdiction or
as applied to any person.


Section 11.
 Successors


The terms of this Amendment shall be
binding upon, and shall inure to the benefit of, the parties hereto and
their respective successors and assigns.


Section 12.
 Waiver of Jury Trial


EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT.


[SIGNATURE PAGES
FOLLOW]


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their
respective officers and general partners thereunto duly authorized, as
of the date first written above.


		NALCO
HOLDINGS LLC 




			
		By: 	/s/
Stephen N. Landsman

Name: Stephen N.
Landsman
Title:    Vice
President



		NALCO COMPANY, as the
U.S. Borrower




			
		By: 	/s/ Stephen N.
Landsman

Name: Stephen N. Landsman
Title:    Vice
President



		CITICORP NORTH AMERICA,
INC.,


as Administrative Agent and
Lender




			
		By: 	/s/ Daniel
Gouger

Name:Daniel Gouger
Title:Vice
President


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