JohnsonDiversey, Inc. $400,000,000 8.25% Senior Notes due 2019 Exchange and Registration Rights AgreementJohnsondiversey Holdings Inc • December 1st, 2009 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Purchasers”) for whom the addressees listed above (the “Representatives”) are acting as representatives, an aggregate of $400,000,000 8.25% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by certain of the Company’s direct and indirect wholly-owned domestic subsidiaries (each, a “Guarantor,” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust FSB, as Trustee (the “Trustee”), will enter into an Indenture, to be dated as of November 24, 2009 (the “Indenture”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defi
EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • September 16th, 2003 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) is made and entered into as of September 11, 2003, by and among JohnsonDiversey Holdings, Inc. (the “Company”), a Delaware corporation, and the initial purchasers of the Securities (as defined below) whose signatures appear on the execution page of this Exchange and Registration Rights Agreement (the “Initial Purchasers”).
JOHNSONDIVERSEY HOLDINGS, INC. as Issuer and WILMINGTON TRUST FSB as Trustee INDENTURE DATED AS OF NOVEMBER 24, 2009 10.50% SENIOR NOTES DUE 2020Johnsondiversey Holdings Inc • December 1st, 2009 • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
INDENTURE, dated as of November 24, 2009 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among JohnsonDiversey Holdings, Inc., a corporation organized under the laws of the state of Delaware, as issuer, and Wilmington Trust FSB, a federal savings bank, as Trustee.
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 Holdings 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 Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2008 • Johnsondiversey Holdings 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 Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.
SEPARATION AGREEMENT BETWEEN DIVERSEY, INC. AND DAVID S. ANDERSENRelease of Claims Agreement • May 12th, 2011 • Diversey Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
The following sets forth the mutual agreement (“Agreement”) between you and Diversey, Inc. (the “Company”), formerly known as JohnsonDiversey, Inc., regarding your separation from the Company:
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 Holdings 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.”
REGISTRATION RIGHTS AGREEMENT of JOHNSONDIVERSEY HOLDINGS, INC. dated as of November 24, 2009Registration Rights Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 24, 2009, by and among JohnsonDiversey Holdings, Inc., a Delaware corporation (the “Company”), each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 10(d) (such Persons each referred to individually as a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 13th, 2010 • Diversey Holdings, 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 Holdings 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 Holdings 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 Holdings 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 • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
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 Holdings 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 Holdings, 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 Holdings 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 Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2006 • Johnsondiversey Holdings 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 Holdings 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 Holdings 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 Holdings Inc • March 22nd, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics • England and Wales
MASTER SUB-LICENCE AGREEMENT IN RESPECT OF PROFESSIONAL PRODUCTSJohnsondiversey Holdings Inc • November 8th, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDMENT NO. 6Receivables Purchase Agreement • September 16th, 2003 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois
THIS AMENDMENT NO. 6 (this “Amendment”) dated as of July 31, 2003 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, FALCON ASSET SECURITIZATION CORPORATION (“Falcon”), and BANK ONE, NA (MAIN OFFICE CHICAGO) (“Bank One”), as Financial Institution and as Agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.
Date: May 3, 2007 PERSONAL & CONFIDENTIAL From: Joe Smorada To: Sanjib ChoudhuriCompetition Agreement • August 9th, 2007 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 22nd, 2007 • Johnsondiversey Holdings 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 Holdings Inc • March 21st, 2006 • Soap, detergents, cleang preparations, perfumes, cosmetics
RETIREMENT AGREEMENT BETWEEN JOHNSONDIVERSEY, INC. AND JOANNE BRANDESRetirement Agreement • March 22nd, 2007 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This INDEMNIFICATION AGREEMENT, dated as of November 24, 2009 (the “Agreement”), is among JohnsonDiversey Holdings, Inc., a Delaware corporation (the “Company”), JohnsonDiversey, Inc., a Delaware corporation and wholly-owned Subsidiary of the Company (together with the Company, the “Company Entities”) and Commercial Markets Holdco, Inc., a Wisconsin corporation (“CMH”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2008 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Wisconsin
THIS AGREEMENT, made and entered into this 15th day of September, 2008, by and between JohnsonDiversey, Inc., a Delaware corporation (“JDI”) and Joseph Smorada (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • Johnsondiversey Holdings 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 Holdings Inc • March 22nd, 2007 • Soap, detergents, cleang preparations, perfumes, cosmetics
AGREEMENT AND PLAN OF MERGER dated as of May 31, 2011 by and among SEALED AIR CORPORATION, DIVERSEY HOLDINGS, INC., AND SOLUTION ACQUISITION CORP.Agreement and Plan of Merger • June 3rd, 2011 • Diversey Holdings, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2011 (this “Agreement”), is by and among Sealed Air Corporation, a Delaware corporation (“Soap”), Diversey Holdings, Inc., a Delaware corporation (“Dish”), and Solution Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Soap (“Merger Sub”). Capitalized terms used herein are defined in Article IX.
AMENDMENT NO. 1, TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 9th, 2007 • Johnsondiversey Holdings 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
