0000950136-05-005004 Sample Contracts

AMENDMENT NO. 2
Receivables Transfer Agreement • August 15th, 2005 • Nalco Holdings LLC • Miscellaneous chemical products • New York

THIS AMENDMENT NO. 2 TO THE RECEIVABLES TRANSFER AGREEMENT (the "Amendment") is entered into as of May 31, 2005 by and among Nalco Receivables LLC, as transferor (the "Transferor"), Nalco Company ("NALCO" and together with the Transferor, the "Nalco Parties"), as Collection Agent, Park Avenue Receivables Company, LLC, as a CP Issuer and JPMorgan Chase Bank, N.A., as a Funding Agent, an APA Bank and as Administrative Agent. Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the RTA (defined below).

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