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.”
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 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”):
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
