0001193125-09-173994 Sample Contracts

TERMINATION OF SUBORDINATED NOTE July 15, 2009
Termination of Subordinated Note • August 13th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Illinois

Reference is made to that certain Subordinated Note dated as of October 24, 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Note”) by and between JWPR Corporation, as the issuer (“Issuer”) and JohnsonDiversey UK Limited, as the holder (“Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note.

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AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 13th, 2009 • Johnsondiversey Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • New York

This AMENDMENT NO. 1 (this “Amendment”) dated as of July 15, 2009 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.

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