Exhibit
10.61


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 Effective
Date.

(b) Each of the Nalco Parties hereby represents and
warrants that this Amendment constitutes the legal, valid and binding
obligation of such Nalco Party, enforceable against such Nalco Party in


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accordance with its terms. The execution,
delivery and performance by each Nalco Party of this Amendment: (i) are
within such Nalco Party’s power; (ii) have been duly authorized
by all necessary or proper corporate action; (iii) are not in
contravention of any provision of such Nalco Party’s certificate
of incorporation, bylaws or other organizational documents; (iv) will
not violate any law applicable to such Nalco Party; (v) will not
conflict with or result in the breach or termination of, constitute a
default under or accelerate any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which
such Nalco Party is a party or by which such Nalco Party or any of its
respective property is bound; (vi) will not result in the creation or
imposition of any lien upon any of the property of such Nalco Party;
and (vii) do not require the consent or approval of any governmental
authority or any other Person, except those which were duly obtained,
made or complied with prior to the Effective
Date.

5. Reference to and Effect on the
RTA.

(a) On the Effective Date, each reference in the
RTA and in each of the other Transaction Documents to
‘‘this Agreement,’’
‘‘hereunder,’’
‘‘hereof,’’
‘‘herein,’’ or words of like import shall
mean and be a reference to the RTA as modified hereby, and each
reference to the RTA in any other document, instrument or agreement
executed and/or delivered in connection with the RTA shall mean and be
a reference to the RTA as modified hereby.

(b) Except as
specifically modified hereby, the RTA, each of the other Transaction
Documents and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed.

(c) Except
as expressly provided in Section 2 hereof, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Transferees, the Funding
Agents or the Administrative Agent under the RTA or any of the other
Transaction Documents, nor constitute a waiver of, amendment of,
consent to or other modification of any other term, provision,
Termination Event, or of any term or provision of any other Transaction
Document, or of any transaction or further or future action of the
Transferor which would require the consent of the Transferees, the
Funding Agents or the Administrative Agent under the RTA. Without
limiting the generality of the foregoing, the execution, delivery and
effectiveness of this Amendment shall not entitle the Transferor to a
waiver of any existing or hereafter arising Termination Event, nor
shall the execution and delivery of this Amendment by the Transferees,
the Funding Agents or the Administrative Agent establish a course of
dealing among the Transferees, the Funding Agents, the Administrative
Agent and the Transferor or in any other way obligate the Transferees,
the Funding Agents or the Administrative Agent to hereafter provide any
waiver or extension to the Transferor for the payment or performance by
the Transferor of its obligations under the RTA and the Transaction
Documents prior to the enforcement by the Transferees, the Funding
Agents and the Administrative Agent of any of their respective rights
and remedies under the RTA and the other Transaction
Documents.

6. GOVERNING LAW.    THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

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

8. Headings.    Section
headings in this Amendment are included herein for convenience or
reference only and shall not constitute a part of this Amendment for
any other purpose.


SIGNATURE PAGE
FOLLOWS


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





															
	 		NALCO
RECEIVABLES LLC,
as Transferor		 
	 		 		 		 
	 		By:		/s/ Susan F.
Buchanan                

Name:   Susan F.
Buchanan
Title:    Assistant
Treasurer		 
	 		 		 		 
	 		NALCO
COMPANY, as Collection
Agent		 
	 		 		 		 
	 		By:		/s/ Susan F.
Buchanan                

Name:   Susan F.
Buchanan
Title:    Assistant
Treasurer		 
	 		 		 		 
	 		PARK
AVENUE RECEIVABLES COMPANY,
LLC		 
	 		 		 		 
	 		By:		JPMorgan Chase Bank, N.A., as
attorney-in-fact		 
	 		 		 		 
	 		By:		/s/ Brian J.
Zimmer                    

Name:   Brian J.
Zimmer
Title:    Vice
President		 
	 		 		 		 
	 		JPMORGAN
CHASE BANK, N.A., as an APA Bank,
 a Funding Agent and as
Administrative
Agent
	 		 		 		 
	 		By:		/s/ Brian J.
Zimmer                    

Name:   Brian J.
Zimmer
Title:    Vice
President		 
	






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