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
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.
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.
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.
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.
AMENDMENT NO. 1 TO UMBRELLA AGREEMENTUmbrella Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
This Amendment No. 1 to Umbrella Agreement (this “Amendment”) is entered into as of November 24, 2009, by and among Unilever N.V., a company organized under the laws of the Netherlands (“Unilever N.V.”), Unilever PLC, a company organized under the laws of England and Wales (“Unilever PLC”), and JohnsonDiversey, Inc., a Delaware corporation (formerly known as S.C. Johnson Commercial Markets, Inc.) (“JDI” and, together with the Unilever N.V. and Unilever PLC, the “Parties”).
CONSULTING AGREEMENT Clayton, Dubilier & Rice, LLC 18th Floor New York, New York 10152Consulting Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This letter agreement serves to confirm the retention by JohnsonDiversey, Inc. (the “Company”), a wholly-owned subsidiary of JohnsonDiversey Holdings, Inc. (“Parent”), of Clayton, Dubilier & Rice, LLC or any successor to its investment management business (“Manager”) to provide management, consulting, advisory and financial services to Parent, the Company and their divisions and subsidiaries (collectively, the “Company Group”), as follows:
GUARANTY GIVEN BY FOREIGN SUBSIDIARIESCredit Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
GUARANTY, dated as of November 24, 2009 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), by each entity listed on Schedule I attached hereto (collectively, the “Initial Guarantors”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 28 (Additional Guarantors) hereof (such entities, together with the Initial Guarantors, collectively, the “Guarantors” and individually, each a “Guarantor”), in favor of the Administrative Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
GUARANTY GIVEN BY DOMESTIC LOAN PARTIESCredit Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
GUARANTY (this “Guaranty”), dated as of November 24, 2009, by JohnsonDiversey Holdings, Inc., a Delaware corporation (“Holdings”), and each of the other entities listed on the signature pages hereof or which becomes a party hereto pursuant to Section 22 hereof (each a “Subsidiary Guarantor” and, together with Holdings, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citibank, N.A. (“CBNA”), as administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”, and together with the other Secured Parties, each, a “Guarantied Party” and, collectively the “Guarantied Parties”). All capitalized term used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement referred to below.
AMENDMENT NO. 1 TO MASTER SALES AGENCY AGREEMENTMaster Sales Agency Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
This Amendment No. 1 to Master Sales Agency Agreement (this “Amendment”) is entered into as of November 24, 2009, by and among Unilever N.V., a company organized under the laws of the Netherlands (“Unilever N.V.”), Unilever PLC, a company organized under the laws of England and Wales (“Unilever PLC”), and JohnsonDiversey, Inc., a Delaware corporation (formerly known as S.C. Johnson Commercial Markets, Inc.) (“JDI” and, together with the Unilever N.V. and Unilever PLC, the “Parties”).
JOHNSONDIVERSEY, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST FSB as Trustee INDENTURE DATED AS OF NOVEMBER 24, 2009 8.25% SENIOR NOTES DUE 2019Registration Rights Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • 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, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust FSB, a federal savings bank, as Trustee.
AMENDMENT NO. 1 TO MASTER SUB-LICENSE AGREEMENTMaster Sub-License Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
This Amendment No. 1 to Master Sub-License Agreement (this “Amendment”) is entered into as of November 24, 2009, by and among Unilever N.V., a company organized under the laws of the Netherlands (“Unilever N.V.”), Unilever PLC, a company organized under the laws of England and Wales (“Unilever PLC”), and JohnsonDiversey, Inc., a Delaware corporation (formerly known as S.C. Johnson Commercial Markets, Inc.) (“JDI” and, together with the Unilever N.V. and Unilever PLC, the “Parties”).
CREDIT AGREEMENT Dated as of November 24, 2009 among JOHNSONDIVERSEY, INC., JOHNSONDIVERSEY HOLDINGS II B.V., and JOHNSONDIVERSEY CANADA, INC., as Borrowers JOHNSONDIVERSEY HOLDINGS, INC., as Holdings THE LENDERS AND ISSUERS PARTY HERETO CITIBANK,...Credit Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
CREDIT AGREEMENT, dated as of November 24, 2009, among JOHNSONDIVERSEY, Inc., a Delaware corporation (the “Company”), JOHNSONDIVERSEY HOLDINGS II B.V., a Dutch corporation (the “Euro Term Borrower”), JOHNSONDIVERSEY CANADA, INC., an Ontario corporation (the “Canadian Term Borrower”), the Additional Revolving Credit Borrowers (as defined below) from time to time party hereto, JOHNSONDIVERSEY HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below), the Issuers (as defined below), CITIBANK, N.A. (“CBNA”), 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”), GENERAL ELECTRIC CAPITAL CORPORATION, GOLDMAN SACHS LENDING PARTNERS LLC and JPMORGAN CHASE BANK, N.A. as co-syndication agents for the Lenders and the Issuers (in such capacity, the “Co-Syndication Agents”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), GE CAPITAL MARKETS, INC. (“GECM”), GOLDMAN
PLEDGE AND SECURITY AGREEMENT Dated November 24, 2009 among JOHNSONDIVERSEY, INC., JOHNSONDIVERSEY HOLDINGS, INC. AND Each Other Grantor From Time to Time Party Hereto as Grantors and CITIBANK, N.A. as Administrative Agent WEIL, GOTSHAL & MANGES LLP...Pledge and Security Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
WHEREAS, pursuant to the Credit Agreement dated as of November 24, 2009 (together with all exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Company, JohnsonDiversey Holdings II B.V. (the “Euro Borrower”), JohnsonDiversey Canada, Inc. (the “Canadian Borrower” and together with the Company and the Euro Borrower, collectively, the “Borrowers”), Holdings, the Lenders party thereto, the Issuers party thereto, CBNA, as administrative agent for the Lenders and the Issuers, General Electric Capital Corporation, Goldman Sachs Lending Partners LLC and JPMorgan Chase Bank, N.A. as co-syndication agents for the Lenders and the Issuers, Citigroup Global Markets Inc., GE Capital Markets, Inc., Goldman Sachs Lending Partners and J.P. Morgan Securities Inc., as joint lead arrangers, and Citigroup Global Markets Inc., GE Capital Markets, Inc., Goldman Sachs Lending Partners LLC and J.P. Morga
