AMENDMENT NO. 1Johnsondiversey Inc • August 15th, 2003 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Page ARTICLE I DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Construction 26 1.3 Currency 26 ARTICLE II ORGANIZATION 27 2.1 Certificate of Incorporation and Bylaws 27 2.2 Headquarters 27 ARTICLE III STOCKHOLDERS 27 3.1 Stockholders 27 3.2 Purchase of...Stockholders’ Agreement • March 27th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 19, 2008, is by and among JohnsonDiversey Holdings, Inc., a Delaware corporation (formerly known as Johnson Professional Holdings, Inc., the “Company”), Commercial Markets Holdco, Inc., a Wisconsin corporation (“Holdco”), and Marga B.V., a company organized under the laws of The Netherlands (“Marga”) and an indirect, wholly-owned subsidiary of Unilever N.V., a company organized under the laws of The Netherlands (“Unilever NV”). Marga, together with Holdco and such other Persons listed on Schedule A (as such schedule may be amended from time to time), including any Permitted Transferees, are referred to collectively as the “Stockholders” and each individually as a “Stockholder.”
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 10, 2008 BETWEEN JOHNSONDIVERSEY, INC., as Originator and JWPR CORPORATION, as BuyerReceivables Sale Agreement • March 27th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2008 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS AGREEMENT, made and entered into this 1st day of November 2008, by and between JohnsonDiversey, Inc., a Delaware corporation (“JDI”) and (“Employee”).
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of December 10, 2008 among JWPR CORPORATION, as Seller and Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduits CERTAIN FINANCIAL INSTITUTIONS PARTY...Receivables Purchase Agreement • March 27th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
ASSET AND EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG JOHNSON POLYMER, LLC, JOHNSONDIVERSEY HOLDINGS II B.V. AND BASF Aktiengesellschaft May 1, 2006Asset and Equity Interest Purchase Agreement • May 11th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
THIS ASSET AND EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of May, 2006 by and among JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”), JOHNSONDIVERSEY HOLDINGS II B.V., a company organized under the laws of the Netherlands (“JD Holdings II”), and BASF Aktiengesellschaft, a German corporation (“Buyer”). Johnson Polymer and JD Holdings II are sometimes referred to herein individually as a “Seller” and collectively as the “Sellers.”
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 13th, 2010 • Diversey, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of March 25, 2010 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING LLC (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
LEASE AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS LEASE AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of the first day of May 2006 by and among S.C. JOHNSON & SON, INC., a Wisconsin corporation (“SCJ”), JOHNSONDIVERSEY, INC., a Delaware corporation (“JDI”), and JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”).
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 19th, 2008 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
This AMENDMENT NO. 4 (this “Amendment”) dated as of December 21, 2007 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING LLC (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
SEPARATION AGREEMENT BETWEEN JOHNSONDIVERSEY, INC. AND EDWARD J. KENNEDYRelease of Claims Agreement • March 27th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
The following sets forth our mutual agreement (“Agreement”) regarding your separation from JohnsonDiversey, Inc. (the “Company”):
COMMON STOCK PURCHASE WARRANT Dated as of November 24, 2009 for 4,156,863 Shares of Common Stock of JohnsonDiversey Holdings, Inc.Common Stock Purchase Warrant • March 18th, 2010 • Diversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH HEREIN AND IN A REGISTRATION RIGHTS AGREEMENT, DATED AS OF NOVEMBER 24, 2009, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY.
SEPARATION AGREEMENT BETWEEN JOHNSONDIVERSEY, INC. AND THOMAS GARTLANDRelease of Claims Agreement • May 8th, 2008 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
The following sets forth our mutual agreement (“Agreement”) regarding your separation from JohnsonDiversey, Inc. (the “Company”):
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • May 13th, 2010 • Diversey, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of March 25, 2010 is made between DIVERSEY, INC. (f/k/a JohnsonDiversey, Inc.) (the “Originator”) and JWPR CORPORATION (the “Buyer”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 22nd, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
This AMENDMENT NO. 2 (this “Amendment”) dated as of September 15, 2006 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING CORP. (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
AMENDMENT NO. 2 Dated as of December 10, 2008 to INTERCREDITOR AGREEMENT Dated as of May 3, 2002Intercreditor Agreement • March 27th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS AGREEMENT, made and entered into this March day of 17, 2006, by and between JohnsonDiversey, Inc., a Delaware corporation (“JDI”), and Edward F. Lonergan (“Employee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into on May 1, 2006 by and among S.C. Johnson & Son, Inc., a Wisconsin corporation (“SCJ”), JohnsonDiversey, Inc., a Delaware corporation (“JDI”), and Johnson Polymer, LLC, a Wisconsin limited liability company (“Polymer”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 22nd, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
This AMENDMENT NO. 1 (this “Amendment”) dated as of July 14, 2006 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING CORP. (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
October 2003 RECEIVABLES OFFER DEED Between JOHNSONDIVERSEY UK LIMITED as Originator and JWPR CORPORATION as BuyerJohnsondiversey Inc • March 22nd, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics • England and Wales
MASTER SUB-LICENCE AGREEMENT IN RESPECT OF PROFESSIONAL PRODUCTSJohnsondiversey Inc • November 8th, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2003 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS AGREEMENT, made and entered into this 17th day of July, 2003, by and between JohnsonDiversey, Inc., a Delaware corporation (“JDI”) and Thomas Gartland (“Employee”).
Date: May 3, 2007 PERSONAL & CONFIDENTIAL From: Joe Smorada To: Sanjib ChoudhuriCompetition Agreement • August 9th, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 22nd, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
This AMENDMENT NO. 3 (this “Amendment”) dated as of October 10, 2006 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING CORP. (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
Date: January 2, 2006 PERSONAL & CONFIDENTIAL From: Curt Johnson To: Greg LawtonJohnsondiversey Inc • March 21st, 2006 • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDED AND RESTATED LEASE AGREEMENT BETWEEN S.C. JOHNSON & SON, INC. AND JOHNSONDIVERSEY, INC.Lease Agreement • July 2nd, 2010 • Diversey, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
RETIREMENT AGREEMENT BETWEEN JOHNSONDIVERSEY, INC. AND JOANNE BRANDESRetirement Agreement • March 22nd, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS AGREEMENT, made and entered into this 1st day of May, 2007, by and between JohnsonDiversey, Inc., a Delaware corporation (“JDI”) and James Larson (“Employee”).
As of 19 January 2007 DEED OF TRUST AND CHARGE between JOHNSONDIVERSEY UK LIMITED as Originator JWPR CORPORATION as Buyer and BANK OF NOVA SCOTIA as AgentJohnsondiversey Inc • March 22nd, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDMENT NO. 1, TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This AMENDMENT NO. 1 to AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 25, 2007 (this “Amendment”), is entered into among JohnsonDiversey, Inc., a Delaware corporation (the “Borrower”), JohnsonDiversey Holdings, Inc., a Delaware corporation (“Holdings”), and Citicorp USA, Inc., as Administrative Agent (as defined below) on behalf each Lender executing a Lender Consent (as defined below), and amends the Amended and Restated Credit Agreement, dated as of December 16, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, Citicorp USA, Inc., as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “Administrative Agent”), Goldman Sachs Credit Partners L.P., as Syndication Agent for the Lenders and the Issuers, and JPMorgan
LEASE ASSIGNMENT AND ASSUMPTION AGREEMENTLease Assignment and Assumption Agreement • May 11th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into effective as of the first day of May 2006 (the “Effective Date”) by and among S.C. JOHNSON & SON, INC., a Wisconsin corporation (“SCJ”), JOHNSONDIVERSEY, INC., a Delaware corporation (“JDI”), and JOHNSON POLYMER, LLC, a Wisconsin limited liability company (“Johnson Polymer”).
TERMINATION AGREEMENTTermination Agreement • May 11th, 2006 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
This Termination Agreement (this “Agreement”) is made and entered into on May 1, 2006 by and among S.C. Johnson & Son, Inc., a Wisconsin corporation (“SCJ”), and Johnson Polymer, LLC, a Wisconsin limited liability company (“Polymer”).
Date: June 16, 2006 PERSONAL & CONFIDENTIAL From: Patricia Santangelo To: Gary RaleyJohnsondiversey Inc • March 22nd, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics
TERMINATION OF SUBORDINATED NOTE July 15, 2009Johnsondiversey Inc • August 13th, 2009 • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
Reference is made to that certain Subordinated Note dated as of October 24, 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Note”) by and between JWPR Corporation, as the issuer (“Issuer”) and JohnsonDiversey UK Limited, as the holder (“Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note.
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 13th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This AMENDMENT NO. 1 (this “Amendment”) dated as of July 15, 2009 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING LLC (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENTMaster Sales Agency Agreement • November 8th, 2007 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
