JOHNSONDIVERSEY HOLDINGS, INC. as Issuer and WILMINGTON TRUST FSB as Trustee INDENTURE DATED AS OF NOVEMBER 24, 2009 10.50% SENIOR NOTES DUE 2020Indenture • 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 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.
JohnsonDiversey, Inc. $400,000,000 8.25% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 1st, 2009 • Johnsondiversey Holdings Inc • 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
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
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.”
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.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 16, 2005 among JOHNSONDIVERSEY, INC., as Borrower JOHNSONDIVERSEY HOLDINGS, INC. as Holdings and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP USA, INC. as Administrative Agent GOLDMAN...Credit Agreement • December 22nd, 2005 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 16, 2005, among JOHNSONDIVERSEY, INC., a Delaware corporation (the “Company” or the “Borrower”), JOHNSONDIVERSEY HOLDINGS, INC. (f/k/a, 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 JPMORGAN CHASE BANK, N.A. (successor in interest to BANK ONE NA), GENERAL ELECTRIC CAPITAL CORPORATION and NATIONAL CITY BANK OF THE MIDWEST, as co-documentation agents for the lenders and issuers (together, in such capacity, the “Documentation Agents”) amends and restates in its entirety the Existing
SEPARATION AGREEMENT BETWEEN DIVERSEY, INC. AND DAVID S. ANDERSENSeparation 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.
AMENDED AND RESTATED GUARANTY GIVEN BY DOMESTIC LOAN PARTIESGuaranty • December 22nd, 2005 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 16, 2005, by JohnsonDiversey Holdings, Inc. (f/k/a, Johnson Professional 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 24 hereof (each a “Subsidiary Guarantor” and, together with Holdings, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citicorp USA, Inc. (“CUSA”), 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”), amends and restates in its entirety the Existing Guaranty (as defined below). All capitalized term used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Amended Credit Agreement referred to below.
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 AGREEMENTLease Amendment, Assignment 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. KENNEDYSeparation 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 GARTLANDSeparation 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. 3, Consent and Waiver to Credit AgreementCredit Agreement • April 12th, 2005 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York
This Amendment No. 3, Consent and Waiver to Credit Agreement, dated as of April 8, 2005 (this "Amendment"), is entered into among JohnsonDiversey, Inc., a Delaware corporation (the "Company"), JohnsonDiversey Canada, Inc., an Ontario corporation (the "Canadian Borrower"), JohnsonDiversey Holdings 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"), 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 Credit Agreement, dated as of May 3, 2002, as amended by Amendment No. 1 dated as of August 6, 2003 and as further amended by Amendment No. 2 dated as of February 24, 2004 (as the same may be amended, restated, supplemented or otherwise modified f
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 BuyerReceivables Offer Deed • March 22nd, 2007 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • England and Wales
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”).
MASTER SUB-LICENCE AGREEMENT IN RESPECT OF PROFESSIONAL PRODUCTSMaster Sub-Licence Agreement • November 8th, 2007 • Johnsondiversey Holdings Inc • 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 ChoudhuriSeverance 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 LawtonSeparation Agreement • March 21st, 2006 • Johnsondiversey Holdings Inc • Soap, detergents, cleang preparations, perfumes, cosmetics
GUARANTY GIVEN BY FOREIGN SUBSIDIARIESGuaranty • 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”).
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”).
