Amendment to Clause 11. 2(A). Effective as of the date hereof, Clause 11.2(A) of the MSA shall be deleted in its entirety and replaced with the following: “The Unilever Parties may terminate this agreement (on behalf of themselves and each Unilever Affiliate) forthwith upon giving notice in writing to JDI (on behalf of itself and each JDI Affiliate) in the event that there is (i) a change of control of JDI or JohnsonDiversey Holdings, Inc., a change of control occurring if any person acquires Control or any person who previously had Control ceases to have such Control (whether or not another person acquires Control), other than by (x) a sale or transfer of any shares of JohnsonDiversey Holdings, Inc. to a member of the CD&R Group or the CMH Group or to a Financial Party or (y) an initial public offering of the shares of JDI or (ii) a further sale or transfer of any shares of JohnsonDiversey Holdings, Inc. that were previously transferred pursuant to the exception in clause (i)(x) above other than to a member of the CD&R Group or the CMH Group, to a Financial Party or in an initial public offering of the shares of JDI or JohnsonDiversey Holdings, Inc.”
Amendment to Clause 11. 2(E). Effective as of the date hereof, Clause 11.2(E) of the MSA shall be deleted in its entirety and replaced with the following: “[Intentionally omitted.]”
Amendment to Clause 11. 5
11.1 Clause 11.5 is amended by:
11.1.1 inserting at the commencement of the clause "Except in circumstances where the Trustee is to acquire CenterMark Stock as a consequence of the exercise of Options granted under the CenterMark Option Deed (in which event the procedures specified in the CenterMark Option Deed shall apply);
11.1.2 in paragraph 11.5(d) inserting "or acquisition" immediately after "purchase" and by adding at the end of the paragraph the following "provided that where such purchase or acquisition is to be made as a consequence of the Trustee's participation in a CenterMark Dividend Reinvestment Plan or the consideration for such purchase or acquisition when aggregated with the consideration for all similar purchases or acquisitions within the previous three (3) months does not exceed one percent (1%) of the value of the Assets at the date of the proposal, the relevant valuation or commercial appraisal may be in the form of a certification from the Valuer to the effect that the Valuer is not aware (after reasonable enquiry) of any reason which would cause the value of the relevant stock or shares to be less than the value of such stock or shares determined on the basis of the most recent audited accounts of such corporation".
