NALCO HOLDING COMPANY 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AGREEMENT, is made effective as of February 15, 2006 (the "Grant Date"), between Nalco Holding Company (the "Company") and Richard B. Marchese (the "Participant").
MANAGEMENT MEMBERS AGREEMENTManagement Members Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • Delaware
This MANAGEMENT MEMBERS AGREEMENT (the ‘‘Agreement’’) dated as of June 11, 2004 by and among Nalco LLC (the ‘‘Company’’), a Delaware limited liability company and the Persons who are or after the date hereof become signatories hereto (the ‘‘Management Members’’).
NALCO HOLDING COMPANY 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AGREEMENT, is made effective as of February 15, 2006 (the ‘‘Grant Date’’), between Nalco Holding Company (the "Company"), Sanjeev Mehra (the "Participant") and The Goldman Sachs Group, Inc. (the "Holder").
AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the ‘‘Amendment’’), dated as of December 30, 2005, by and among Nalco Holding Company, a Delaware corporation (the ‘‘Company’’), Nalco LLC, a Delaware limited liability company (‘‘Nalco LLC’’), the Sponsor Members, the Management Members and the other Holders, to the Registration Rights Agreement (as amended, supplemented or otherwise modified, the ‘‘Agreement’’), dated as of November 16, 2004.
OMNIBUS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, RECEIVABLES TRANSFER AGREEMENT SUPPORT AGREEMENT AND PARENT GUARANTYReceivables Purchase Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
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.
CONSULTING AGREEMENT Mr. John L. GigerichConsulting Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • Illinois
CONSULTING AGREEMENT (this ‘‘Agreement’’), dated as of July 1, 2004 (‘‘Effective Date’’), by and between Nalco Company, a Delaware corporation (the ‘‘Company’’), and Mr. John L. Gigerich (‘‘Consultant’’).
AMENDMENT NO. 5Receivables Transfer Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
THIS AMENDMENT NO. 5 TO THE RECEIVABLES TRANSFER AGREEMENT (the ‘‘Amendment’’) is entered into as of December 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).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • New York
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.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 2nd, 2006 • Nalco Holding CO • Miscellaneous chemical products • Delaware
This First Amendment (the ‘‘Amendment’’) to the Limited Liability Company Agreement of Nalco LLC (the ‘‘Company’’), dated as of May 17, 2004 (the ‘‘Agreement’’), is made and entered into as of December 30, 2005 by and among the Sponsor Members named in the Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
