Exhibit
10.60

OMNIBUS AMENDMENT
TO
 RECEIVABLES PURCHASE
AGREEMENT,
 RECEIVABLES TRANSFER AGREEMENT

SUPPORT
AGREEMENT
AND
 PARENT GUARANTY

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

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

(2)
 Amendment No. 4 to Receivables Transfer Agreement, dated as of
June  25,  2004 (as amended, supplemented or otherwise
modified from time to time, the ‘‘Receivables
Transfer 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 funding
agents party thereto from time to time;

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

(4)  Amendment No. 1 to
Parent 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 Receivables
Transfer Agreement, the ‘‘Transaction
Agreements’’) by Nalco Holdings
LLC.

RECITALS

Whereas, Nalco Energy Services, L.P. will
be merged into Nalco Company pursuant to Section 263 of the Delaware
General Corporation Law (‘‘DGCL’’), with
Nalco Company as the surviving company on January  1,  2006
(‘‘the
‘‘Merger’’). The
parties to the Transaction Agreements hereto desire to amend the
Transaction Agreements to reflect the Merger.


NOW
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.  Certain Defined
Terms.    Capitalized terms that are used herein without
definition and that are defined in the Transaction Agreements shall
have the same meanings herein as therein defined.

2.
    Amendments.

2.1    Upon
consummation of the Merger, each reference to
‘‘Seller’’ or
‘‘Sellers’’ in the Receivables Purchase
Agreement shall mean Nalco
Company.

2.2    Upon consummation of the
Merger, each reference to ‘‘Originator’’ or
‘‘Originators’’ in the Receivables Transfer
Agreement and the Parent Guaranty shall mean Nalco
Company.

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

3. 
Effect of Amendment.    All provisions of the Transaction
Agreements, as expressly amended and modified by this Amendment, shall
remain in full force and effect. After this Amendment becomes
effective, all references in any Transaction Agreement to
‘‘this Agreement’’,
‘‘hereof’’,
‘‘herein’’ or words of similar effect
referring to such Transaction Agreement shall be deemed to be
references to such Transaction Agreement as amended by this Amendment.
This Amendment shall 

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

4. 
Effectiveness.    This Amendment shall become effective as
of the date hereof upon receipt by the Administrative Agent of
counterparts of this Amendment (whether by facsimile or otherwise)
executed by each of the other parties hereto, in form and substance
satisfactory to the Administrative Agent in its sole
discretion.

5.  Counterparts.    This Amendment
may be executed in any number of counterparts and by different parties
on separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
constitute but one and the same instrument.

6. 
Governing Law.    This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New
York (without regard to any otherwise applicable principles of
conflicts of law).

7.  Section Headings.    The
various headings of this Amendment are included for convenience only
and shall not affect the meaning or interpretation of this Amendment,
the Agreement or any provision hereof or
thereof.

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IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written
above.


		NALCO COMPANY, as Seller, Seller Agent, and
Collection Agent





		By: /s/ Stephen N.
Landsman 
Name: Stephen N.
Landsman

Title: Vice President





		NALCO
HOLDINGS LLC, as Guarantor





		By: /s/ Stephen N.
Landsman 
Name: Stephen N.
Landsman

Title: Vice President





		NALCO
ENERGY SERVICES, L.P., as Seller





		By: /s/ Stephen N.
Landsman 
Name: Stephen N.
Landsman

Title: Vice President





		NALCO
RECEIVABLES LLC, as Buyer and Transferor





		By: /s/
Susan F. Buchanan 
Name: Susan F.
Buchanan

Title: Treasurer





		PARK AVENUE
RECEIVABLES COMPANY, LLC, as a CP Issuer





		By: JPMorgan
Chase Bank, N.A., as attorney-in-fact





		By: /s/ Stacey
Pike 
Name: Stacey Pike

Title: Vice
President





		JPMORGAN CHASE BANK, N.A., as an APA
Bank, a Funding Agent and as Administrative Agent





		By:
 /s/ Stacey Pike 
Name: Stacey
Pike 
Title: Vice
President




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