Exhibit10.1

EXECUTION COPY

AMENDMENT NO. 2

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

PRELIMINARY STATEMENTS

A.    The Transferor,NALCO, the Transferees, the Funding Agent and the Administrative Agentare parties to that certain Receivables Transfer Agreement among theparties referred to above dated as of June 25, 2004, as amended byWaiver and Amendment No. 1 among the parties referred to above enteredinto as of March 30, 2005 (the"RTA").

B.    TheTransferor has requested an amendment of certain provisions of theRTA.

C.    The Transferees, the Funding Agents, the RequiredAPA Banks and the Administrative Agent have agreed to such request onand subject to the terms and conditions hereinafter set forth.

D.    JPMorgan Chase Bank, N.A. is the only APA Bank as of thedate hereof and constitutes the Required APA Banks.

NOW,THEREFORE, in consideration of the premises set forth above, and othergood and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto hereby agree asfollows:

1.    Accuracy of PreliminaryStatements.    The parties agree that the foregoing PreliminaryStatements 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 forthe three (3) preceding Monthly Settlement Periods exceeds 2.65%(except 3.75% in the case of each of the Monthly SettlementPeriods ending on the last day of each of March, April, May, June, Julyand August 2005); or"

"(m)    the average Delinquency Ratiofor the three (3) preceding Monthly Settlement Periods exceeds5.80% (except 8.50% in the case of each of the MonthlySettlement Periods ending on the last day of each of March, April, May,June, July and August 2005); or"

3.    Condition Precedent.    This Amendment shallbecome effective and be deemed effective as of the date first abovewritten (the "Effective Date") uponreceipt by the Administrative Agent of an executed counterpart of thisAmendment from each of the parties hereto.

4.    Covenants, Representations and Warranties of the NalcoParties.

(a)    On the Effective Date, each of the NalcoParties hereby reaffirms all covenants, representations and warrantiesmade by such Nalco Party in the RTA, to the extent the same are notmodified hereby and agrees that all such covenants, representations andwarranties shall be deemed to have been re-made as of the EffectiveDate.

(b)    Each of the Nalco Parties hereby represents andwarrants that this Amendment constitutes the legal, valid and bindingobligation of such Nalco Party, enforceable against such Nalco Party inaccordance with its terms. The execution, delivery and performance byeach Nalco Party of this Amendment: (i) are within such NalcoParty's power; (ii) have been duly authorized by all necessary orproper corporate 

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action; (iii) are not in contravention of anyprovision of such Nalco Party's certificate of incorporation,bylaws or other organizational documents; (iv) will not violate any lawapplicable to such Nalco Party; (v) will not conflict with or result inthe breach or termination of, constitute a default under or accelerateany performance required by, any indenture, mortgage, deed of trust,lease, agreement or other instrument to which such Nalco Party is aparty or by which such Nalco Party or any of its respective property isbound; (vi) will not result in the creation or imposition of any lienupon any of the property of such Nalco Party; and (vii) do not requirethe consent or approval of any governmental authority or any otherPerson, except those which were duly obtained, made or complied withprior to the Effective Date.

5.    Reference to and Effecton the RTA.

(a)    On the Effective Date, each referencein 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 asmodified hereby, and each reference to the RTA in any other document,instrument or agreement executed and/or delivered in connection withthe RTA shall mean and be a reference to the RTA as modifiedhereby.

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

(c)    Except as expressly provided inSection 2 hereof, the execution, delivery and effectiveness ofthis Amendment shall not operate as a waiver of any right, power orremedy of the Transferees, the Funding Agents or the AdministrativeAgent under the RTA or any of the other Transaction Documents, norconstitute a waiver of, amendment of, consent to or other modificationof any other term, provision, Termination Event, or of any term orprovision of any other Transaction Document, or of any transaction orfurther or future action of the Transferor which would require theconsent of the Transferees, the Funding Agents or the AdministrativeAgent under the RTA. Without limiting the generality of the foregoing,the execution, delivery and effectiveness of this Amendment shall notentitle the Transferor to a waiver of any existing or hereafter arisingTermination Event, nor shall the execution and delivery of thisAmendment by the Transferees, the Funding Agents or the AdministrativeAgent establish a course of dealing among the Transferees, the FundingAgents, the Administrative Agent and the Transferor or in any other wayobligate the Transferees, the Funding Agents or the AdministrativeAgent to hereafter provide any waiver or extension to the Transferorfor the payment or performance by the Transferor of its obligationsunder the RTA and the Transaction Documents prior to the enforcement bythe Transferees, the Funding Agents and the Administrative Agent of anyof their respective rights and remedies under the RTA and the otherTransaction Documents.

6.    GOVERNING LAW.    THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.    Execution in Counterparts.    This Amendment maybe executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed anddelivered shall be deemed to be an original and all of which takentogether shall constitute but one and the same instrument.

8.    Headings.    Section headings in this Amendmentare included herein for convenience or reference only and shall notconstitute a part of this Amendment for any other purpose.

SIGNATURE PAGE FOLLOWS

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

|  | NALCO RECEIVABLES LLC,as Transferor |
|--|-------------------------------------|

|  | By:    /s/ AnthonyPowell        Name: Anthony PowellTitle:Treasurer |
|--|----------------------------------------------------------------------------------------------------------------------------|

|  | NALCO COMPANY, as CollectionAgent |
|--|-----------------------------------|

|  | By:    /s/ AnthonyPowell        Name: Anthony PowellTitle: AssistantTreasurer |
|--|--------------------------------------------------------------------------------------------------------------------------------------|

SignaturePagetoAmendment No 2

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|  | PARK AVENUE RECEIVABLES COMPANY, LLC    By: JPMorgan ChaseBank, N.A., as attorney-in-fact |
|--|---------------------------------------------------------------------------------------------------------------|

|  | By:   /s/ Mark Connor        Name: MarkConnorTitle: Vice President |
|--|---------------------------------------------------------------------------------------------------------------------------|

|  | JPMORGAN CHASEBANK, N.A., as an APA Bank, a Funding Agent and as AdministrativeAgent |
|--|--------------------------------------------------------------------------------------|

|  | By:    /s/ MarkConnor        Name: Mark ConnorTitle: VicePresident |
|--|---------------------------------------------------------------------------------------------------------------------------|

Signature PagetoAmendment No 2

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