JohnsonDiversey, Inc. € 225,000,000 9.625% Senior Subordinated Notes due 2012 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named in Schedule I heretoJohnson Polymer Inc • July 31st, 2002 • New York
JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its € 225,000,000 9.625% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. 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 and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
JOHNSONDIVERSEY, INC. and each of the Guarantors named herein U.S. $300,000,000 SERIES A AND SERIES B 9.625% SENIOR SUBORDINATED NOTES DUE 2012Indenture • July 31st, 2002 • Johnson Polymer Inc • New York
INDENTURE dated as of May 3, 2002 among JohnsonDiversey, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule 1 hereto (the “Guarantors”) and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Trustee”).
STOCKHOLDERS’ AGREEMENT among JOHNSON PROFESSIONAL HOLDINGS, INC., COMMERCIAL MARKETS HOLDCO, INC. and MARGA B.V. Dated as of May 3, 2002Stockholders’ Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of May 3, 2002, is by and among Johnson Professional Holdings, Inc., a Delaware corporation (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.”
Exchange and Registration Rights AgreementJohnson Polymer Inc • July 31st, 2002 • New York
JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. 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 and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RECEIVABLES SALE AGREEMENT DATED AS OF MARCH 2, 2001 BETWEEN JOHNSON POLYMER, INC., as Originator AND JWPR CORPORATION, as BuyerReceivables Sale Agreement • July 31st, 2002 • Johnson Polymer Inc • Illinois
THIS RECEIVABLES SALE AGREEMENT, dated as of March 2, 2001 is by and between Johnson Polymer, Inc., a Wisconsin corporation (“Originator”), and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
AMENDMENT TO EMPLOYMENT AGREEMENT AND LONG TERM INCENTIVE PLAN OPERATING PROVISIONSEmployment Agreement • July 31st, 2002 • Johnson Polymer Inc
This agreement is made and entered into this 23rd day of October, 2000, by and between S.C. JOHNSON COMMERCIAL MARKETS, INC., Delaware corporation (“CMI”) and Alejandro Martinez de Hoz (“Employee”)
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2002 • Johnson Polymer Inc
THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and David S. Andersen (“Employee”).
AMENDED AND RESTATED OPERATING AGREEMENT OF JD REAL ESTATE SUBSIDIARY, LLCOperating Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
THE UNDERSIGNED is the sole Member of JD Real Estate Subsidiary, LLC, a limited liability company (the “Company”) formed under the laws of the State of Delaware. The undersigned hereby adopts the following Amended and Restated Operating Agreement, amending and restating that certain Operating Agreement, dated as of April 25, 2002, signed by S.C. Johnson Commercial Markets, Inc. (now known as JohnsonDiversey, Inc.) (the “Agreement”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§18-l0l et seq. (the “Delaware Act”), and does hereby certify and agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2002 • Johnson Polymer Inc
THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and Michael J. Bailey (“Employee”).
LEASE AGREEMENT BETWEEN S. C. JOHNSON & SON, INC. AND JOHNSON POLYMER, INC.Lease Agreement • July 31st, 2002 • Johnson Polymer Inc • Wisconsin
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECOND AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
This SECOND AMENDMENT TO THE PURCHASE AGREEMENT (this “Second Amendment”), dated as of April 5, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
THIRD AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
This THIRD AMENDMENT TO THE PURCHASE AGREEMENT (this “Third Amendment”), dated as of May 3, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
CREDIT AGREEMENT Dated as of May 3, 2002 among JohnsonDiversey, Inc., Johnson Wax Professional, Inc. Johnson Professional Co., Ltd., AND Johnson Diversey Netherlands II B.V. as Borrowers Johnson Professional Holdings, Inc. as Holdings and The Lenders...Credit Agreement • July 31st, 2002 • Johnson Polymer Inc • New York
CREDIT AGREEMENT, dated as of May 3, 2002, among JOHNSONDIVERSEY, INC., a Delaware corporation (the “Company”), JOHNSON WAX PROFESSIONAL, INC., an Ontario corporation (the “Canadian Borrower”), JOHNSON DIVERSEY NETHERLANDS II B.V., a Dutch corporation (the “Euro Borrower”), and JOHNSON PROFESSIONAL CO., LTD, a Japanese corporation (the “Japanese Borrower” and, with the Company, the Canadian Borrower and the Euro Borrower, collectively, the “Borrowers”), JOHNSON PROFESSIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below), the Issuers (as defined below), CITICORP USA, INC. (“CUSA”), 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 (in such capacity, the “Syndication Agent”) and BANK ONE NA, ABN AMRO BANK N.V., ROYAL BANK OF SCOTLAND PLC, NEW
AGREEMENT BETWEEN S. C. JOHNSON & SON, INC. AND S. C. JOHNSON COMMERCIAL MARKETS, INC.Agreement • July 31st, 2002 • Johnson Polymer Inc
THIS AGREEMENT (the “Agreement”) effective as of the 3rd day of May 2002, by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), and S. C. JOHNSON COMMERCIAL MARKETS, INC. of Sturtevant, Wisconsin, United States of America, a Delaware corporation (hereinafter called “CMI”).
LEASE AGREEMENT BETWEEN S. C. JOHNSON & SON, INC. AND S. C. JOHNSON COMMERCIAL MARKETS, INC.Lease Agreement • July 31st, 2002 • Johnson Polymer Inc • Wisconsin
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
TECHNOLOGY DISCLOSURE AND LICENSE AGREEMENT BETWEEN S. C. JOHNSON & SON, INC., S.C. JOHNSON COMMERCIAL MARKETS, INC. AND JOHNSON POLYMER, INC.Technology Disclosure and License Agreement • July 31st, 2002 • Johnson Polymer Inc
THIS AGREEMENT (the “Agreement”), effective as of the 3rd day of May, 2002, is by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), S. C. JOHNSON COMMERCIAL MARKETS, INC. of Sturtevant, Wisconsin, United States of America, a Delaware corporation (hereinafter called “CMI”), and JOHNSON POLYMER, INC. of Sturtevant, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “POLYMER”).
FIRST AMENDMENT TO THE PURCHASE AGREEMENTThe Purchase Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
This FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this “First Amendment”), dated as of February 11, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO...Master Sales Agency Agreement • July 31st, 2002 • Johnson Polymer Inc
EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO...Purchase Agreement • July 31st, 2002 • Johnson Polymer Inc • Delaware
This PURCHASE AGREEMENT dated as of November 20, 2001, is by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.” and, together with Holdings, “Buyer”) and Conopco, Inc., a New York corporation (“Conopco”).
PLEDGE AND SECURITY AGREEMENT Dated May 3, 2002 among JohnsonDiversey, Inc., Johnson Professional Holdings, Inc. AND Each Other Grantor From Time to Time Party Hereto as Grantors and Citicorp USA, Inc. as Administrative Agent Weil, Gotshal & Manges...Pledge and Security Agreement • July 31st, 2002 • Johnson Polymer Inc • New York
WHEREAS, pursuant to the Credit Agreement, dated as of May 3, 2002 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement ”), among the Company, Johnson Diversey Netherlands II B.V., Johnson Wax Professional, Inc. and Johnson Professional Co., Ltd., as Borrowers thereunder, Holdings, the Lenders and Issuers party thereto, CUSA, as administrative agent for the Lenders and Issuers, Goldman Sachs Credit Partners L.P. (“GSCP ”), as syndication agent, ABN Amro Bank N.A., Bank One N.A., Royal Bank of Scotland PLC, New York Branch and General Electric Capital Corporation, as co-documentation agents, and Salomon Smith Barney Inc. and GSCP, as joint lead arrangers and joint book managers, the Lenders and the Issuers have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT DATED AS OF MARCH 2, 2001 BETWEEN JOHNSON POLYMER, INC., U S CHEMICAL CORPORATION and WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC. and S. C. JOHNSON COMMERCIAL MARKETS, INC. and JWP INVESTMENTS, INC., and...Receivables Sale and Contribution Agreement • July 31st, 2002 • Johnson Polymer Inc • Illinois
THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of March 2, 2001, is by and between Johnson Polymer, Inc., a Wisconsin corporation, (“JPI”), US Chemical Corporation, a Wisconsin corporation (“USCHEM”), Whitmire Micro-Gen Research Laboratories, Inc., a Delaware corporation (individually, “WHITMIRE” and together with JPI and USCHEM, the “Original Sellers”) S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“CMI” ), JWP Investments, Inc., a Nevada corporation (“Assignor”) and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
AGREEMENT BETWEEN S. C. JOHNSON & SON, INC. AND JOHNSON POLYMER, INC.Agreement • July 31st, 2002 • Johnson Polymer Inc
THIS AGREEMENT (the “Agreement”) effective as of the 3rd day of May, 2002, by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), and JOHNSON POLYMER, INC. of Sturtevant, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “POLYMER”).
OMNIBUS AMENDMENT OF LEASESJohnson Polymer Inc • July 31st, 2002
the day of November, 2001, by and among S. C. JOHNSON & SON, INC. (“Lessor”), JOHNSON POLYMER, INC. (“Polymer”) and S. C. JOHNSON COMMERCIAL MARKETS, INC. (“ CMI”; Polymer and CMI, collectively, “Lessees”).
JOHNSONDIVERSEY, INC. and each of the Guarantors named herein SERIES A AND SERIES B 9.625% SENIOR SUBORDINATED NOTES DUE 2012Indenture • July 31st, 2002 • Johnson Polymer Inc • New York
INDENTURE dated as of May 3, 2002 among JohnsonDiversey, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule 1 hereto (the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”).
REAL ESTATE AND EQUIPMENT LEASE AGREEMENT BETWEEN S.C. JOHNSON & SON, INC. AND S.C. JOHNSON COMMERCIAL MARKETS, INC.Real Estate and Equipment Lease Agreement • July 31st, 2002 • Johnson Polymer Inc • Wisconsin
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
RECEIVABLES PURCHASE AGREEMENT dated as of March 2, 2001 among JWPR CORPORATION, as Seller and Servicer, FALCON ASSET SECURITIZATION CORPORATION and BANK ONE, NA (MAIN OFFICE CHICAGO) as Financial Institution and as AgentReceivables Purchase Agreement • July 31st, 2002 • Johnson Polymer Inc • Illinois
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.
