EXHIBIT 10.67
AMENDMENT NO. 5
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).
PRELIMINARY STATEMENTS
A.
The Transferor, NALCO, the Transferees, the Funding Agent and
the Administrative Agent are parties to that certain Receivables
Transfer
Agreement among the parties referred to above dated as of June 25,
2004, as
amended by (i) Waiver and Amendment No. 1 among the parties
referred to above
entered into as of March 30, 2005, (ii) Amendment No. 2 among the
parties
referred to above entered into as of June 30, 2005, (iii) Amendment
No. 3 among
the parties referred to above entered into as of September 30,
2005, and (iv)
Amendment No. 4 among the parties referred to above entered into as
of December
31, 2005 (the "RTA").
B.
The Transferor has requested an amendment of certain
provisions of the RTA.
C.
The Transferees, the Funding Agents, the Required APA Banks
and the Administrative Agent have agreed to such request on and
subject to the
terms and conditions hereinafter set forth.
D.
JPMorgan Chase Bank, N.A. is the only APA Bank as of the date
hereof and constitutes the Required APA Banks.
NOW, THEREFORE, in consideration of the premises set forth above,
and other good and valuable consideration, the receipt and
sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Accuracy of Preliminary Statements. The parties agree that the
foregoing Preliminary Statements are true and correct in all
respects.
2.
Amendments. Section 7.1(l) and Section 7.1(m) of the RTA are
hereby amended to read in their entirety as follows:
"(l)
the average Default Ratio for the three (3) preceding Monthly
Settlement Periods exceeds 2.65% (except 3.75% in the case of each
of the
Monthly Settlement Periods ending on the last day of each month
from and
including March, 2005 to and including February, 2006); or"
"(m)
the average Delinquency Ratio for the three (3) preceding
Monthly Settlement Periods exceeds 5.80% (except 8.50% in the case
of each
of the Monthly Settlement Periods ending on the last day of each
month
from and including March, 2005 to and including February, 2006);
or"
3.
Condition Precedent. This Amendment shall become effective and
be deemed effective as of the date first above written (the
"Effective Date")
upon receipt by the Administrative Agent of an executed counterpart
of this
Amendment from each of the parties hereto.
4.
Covenants, Representations and Warranties of the Nalco
Parties.
(a)
On the Effective Date, each of the Nalco Parties hereby
reaffirms all covenants, representations and warranties made by
such Nalco Party
in the RTA, to the extent the same are not modified hereby and
agrees that all
such covenants, representations and warranties shall be deemed to
have been
re-made as of the Ef
